Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located: (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party; (m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 8 contracts
Sources: Security Agreement (Atrinsic, Inc.), Security Agreement (Converted Organics Inc.), Security Agreement (Ecoblu Products, Inc.)
Grant of Security. Each The Grantor hereby unconditionally grants, assigns, assigns and pledges to the Collateral Agent for its benefit and the ratable benefit of each of the Secured Party Parties, and hereby grants to the Collateral Agent for its benefit and the ratable benefit of each of the Secured Parties, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter existing or acquired or arising and wherever located:by the Grantor (the "Collateral"):
(a) all equipment in all of such its forms of the Grantor’s Accounts, wherever located, including all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related thereto (any and all of the foregoing being the "Equipment");
(b) all inventory in all of its forms of the Grantor, wherever located, including
(i) all raw materials and work in process therefor, finished goods thereof, and materials used or consumed in the manufacture or production thereof,
(ii) all goods in which the Grantor has an interest in mass or a joint or other interest or right of any kind (including goods in which the Grantor has an interest or right as consignee), and
(iii) all goods which are returned to or repossessed by the Grantor, and all accessions thereto, products thereof and documents therefor (any and all such Grantor’s Booksinventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (including tax refunds) of the Grantor, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights of the Grantor now or hereafter existing in and to all security agreements, guaranties, leases and other contracts securing or otherwise relating to any such Grantor’s Chattel Paperaccounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles being the "Receivables", and any and all such security agreements, guaranties, leases and other contracts being the "Related Contracts");
(d) all Intellectual Property Collateral of such the Grantor’s Deposit Accounts;
(e) all books, records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of such Grantor’s Equipment and fixturesthe foregoing in this Section 2.1;
(f) all of such the Grantor’s General Intangibles;'s other property and rights of every kind and description and interests therein; and
(g) all products, offspring, rents, issues, profits, returns, income and proceeds of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of and from any Secured Party;
(m) and all of the foregoing Collateral (including proceeds and products, whether tangible or intangible, of any which constitute property of the foregoingtypes described in clauses (a), including (b), (c), (d), (e) and (f), proceeds of insurance deposited from time to time in the Concentration Account, the Cash Collateral Account and in any lock boxes or Commercial Tort Claims covering or relating to any or all Lockbox Account of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insuredGrantor, and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”Collateral). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 7 contracts
Sources: Subsidiary Security Agreement (Foamex Fibers Inc), Subsidiary Security Agreement (Foamex Fibers Inc), Subsidiary Security Agreement (Foamex Fibers Inc)
Grant of Security. Each The Grantor hereby unconditionally grants, assigns, (i) confirms and acknowledges the continuance of the security interests and Liens granted under the Existing Security Agreement and (ii) assigns and pledges to the Collateral Agent for its benefit and the ratable benefit of each of the Secured Party Parties, and hereby grants to the Collateral Agent for its benefit and the ratable benefit of each of the Secured Parties, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter existing or acquired or arising and wherever located:by the Grantor (the "Collateral"):
(a) all equipment in all of such its forms of the Grantor’s Accounts, wherever located, including all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related thereto (any and all of the foregoing being the "Equipment");
(b) all Inventory of such the Grantor’s Books;
(c) all Receivables of such the Grantor’s Chattel Paper;
(d) all Intellectual Property Collateral of such the Grantor’s Deposit Accounts;
(e) all General Intangibles of such the Grantor’s Equipment and fixtures;
(f) all Commercial Tort Claims of such the Grantor’s General Intangibles;
(g) all books, records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of such Grantor’s Inventorythe foregoing in this Section 2.1;
(h) all of such the Grantor’s Investment Related Property;'s other property and rights of every kind and description and interests therein; and
(i) all products, offspring, rents, issues, profits, returns, income and Proceeds of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of and from any Secured Party;
(m) and all of the proceeds and products, whether tangible or intangible, of any foregoing Collateral (including Proceeds which constitute property of the foregoingtypes described in clauses (a), including proceeds of insurance (b), (c), (d), (e), (f), (g) and (h), Proceeds deposited from time to time in the Concentration Account, the Cash Collateral Account, and in any lock boxes or Commercial Tort Claims covering or relating to any or all Lockbox Account of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insuredGrantor, and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”Collateral). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 6 contracts
Sources: Security Agreement (Foamex International Inc), Subsidiary Security Agreement (Foamex International Inc), Subsidiary Security Agreement (Foamex International Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission.
(m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding the foregoing the term Collateral shall not include (i) any rights or interest in any contract, lease, permit, license, charter or license agreement covering personal property of a Grantor if under the terms of such contract lease, permit, license, charter or license agreement, or applicable law with respect thereto, the valid grant of a security interest or lien therein to Agent is prohibited as a matter of law or under the terms of such contract (including where the violation of any such prohibition would result in the termination of the applicable contract), lease, permit, license, charter or license agreement and such prohibition has not been or is not waived or the consent of the other party to such contract, lease, permit license, charter or license agreement has not been or is not otherwise obtained; provided, that, the foregoing exclusion shall in no way be construed (a) to apply if any described prohibition is unenforceable under Section 9-406, 9-407, or 9-408 of the Code or other applicable law, or (b) so as to limit, impair or otherwise affect Agent’s continuing security interests in and liens upon any rights or interests of a Grantor in or to monies due or to become due under any described contract, lease permit, license, charter or license agreement (including any Accounts), or (c) to limit, impair, or otherwise affect Agent’s continuing security interests in and liens upon any rights or interest of a Grantor in and to any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, license agreement, (ii) voting Stock of any CFC, solely to the extent that (x) such Stock represents more than 65% of the outstanding voting Stock of any such CFC that is a first tier Subsidiary of Parent or other Loan Party or 0% of the outstanding voting Stock of any Subsidiary of such first tier Subsidiary of Parent or other Loan Party, and (y) pledging or hypothecating more than the foregoing amount of the total outstanding voting Stock of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits of Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), or (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.
Appears in 5 contracts
Sources: Security Agreement (Oclaro, Inc.), Security Agreement (Oclaro, Inc.), Security Agreement (Oclaro, Inc.)
Grant of Security. Each Grantor hereby unconditionally grantsassigns to Collateral Agent, assignsfor the ratable benefit of the Secured Parties, and pledges hereby grants to Collateral Agent, for the ratable benefit of the Secured Parties (in each Secured Party case, subject to Section 2 below with respect to any Specified New Senior Debt (as defined in the Intercreditor Agreement)) a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, title and interest in and to the following, in each case whether now owned or hereafter acquired existing, whether tangible or arising intangible, or in which such Grantor now has or hereafter acquires an interest and wherever the same may be located:, excluding, however, any of the following constituting Pledged Collateral under the Pledge Agreement and any Excluded Assets (subject to such exclusion, the “Collateral”):
(a) all equipment in all of its forms, all parts thereof and all accessions thereto (any and all such Grantor’s Accountsequipment, parts and accessions being the “Equipment”);
(b) all inventory in all of its forms, including but not limited to (i) all goods held by such Grantor for sale or lease or to be furnished under contracts of service or so leased or furnished, (ii) all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in such Grantor’s Booksbusiness, (iii) all goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind, and (iv) all goods which are returned to or repossessed by such Grantor and all accessions thereto and products thereof (collectively the “Inventory”) and all negotiable and non-negotiable documents of title (including, without limitation, documents, warehouse receipts, dock receipts and bills of lading) issued by any Person covering any Inventory (any such negotiable document of title being a “Negotiable Document of Title”);
(c) all accounts, contract rights, chattel paper, documents, instruments, letter-of-credit rights and other rights and obligations of any kind owned by or owing to such Grantor’s Chattel PaperGrantor and all rights in, to and under all security agreements, leases and other contracts securing or otherwise relating to any such accounts, contract rights, chattel paper, documents, instruments, letter-of-credit rights or other rights and obligations (but excluding, solely for the purposes of this clause (c) any items that are, or would (but for stated exclusions) constitute, Pledged Debt (as defined herein)) (subject to the foregoing exclusion, any and all such accounts, contract rights, chattel paper, documents, instruments, letter-of-credit rights and other rights and obligations being the “Accounts”, and any and all such security agreements, leases and other contracts being the “Related Contracts”);
(d) other than any payroll, employee benefits and trust/fiduciary accounts or any deposit accounts and amounts deposited therein that are subject to a securitization permitted under the Credit Agreement or otherwise subject to a permitted lien under the Credit Agreement, all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
deposit accounts, together with (i) all of amounts on deposit from time to time in such Grantor’s Negotiable Collateral;
deposit accounts and (jii) all of such Grantor’s rights interest, cash, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to in exchange for any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, foregoing (“Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.;
Appears in 4 contracts
Sources: Credit Agreement (Owens-Illinois Group Inc), Credit Agreement (Owens-Illinois Group Inc), Credit Agreement (Owens-Illinois Group Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property; provided, however, that for the avoidance of doubt (and notwithstanding anything to the contrary in the Security Documents), no Security Interest shall be granted pursuant to the Security Documents in respect of any Patents, Trademarks, Copyrights or other Intellectual Property that are the subject matter of any Intellectual Property Licenses pursuant to which the Grantor is a licensee, except to the extent that the Grantor has rights to such Patents, Trademarks, Copyrights or other Intellectual Property without consideration to, and independent of, the rights provided under the related Intellectual Property Licenses.
Appears in 4 contracts
Sources: Security Agreement (Morria Biopharmaceuticals PLC), Security Agreement (Morria Biopharmaceuticals PLC), Security Agreement (Morria Biopharmaceuticals PLC)
Grant of Security. Each The Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such the Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such the Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such the Grantor’s Accounts;
(b) all of such the Grantor’s Books;
(c) all of such the Grantor’s Chattel Paper;
(d) all of such the Grantor’s Deposit Accounts;
(e) all of such the Grantor’s Equipment and fixtures;
(f) all of such the Grantor’s General Intangibles;
(g) all of such the Grantor’s InventoryIntellectual Property;
(h) all of such the Grantor’s Inventory;
(i) all of the Grantor’s Investment Related Property;
(ij) all of such the Grantor’s Negotiable Collateral;
(jk) all of such the Grantor’s Real Property;
(l) all of the Grantor’s rights in respect of Supporting Obligations;
(km) all of such the Grantor’s Commercial Tort Claims;
(ln) all of such the Grantor’s money, cash, cash equivalents, or other assets of each such the Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;; and
(mo) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Intellectual Property, Inventory, Investment Related Property, Negotiable Collateral, Real Estate, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any the Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 4 contracts
Sources: Security Agreement (Aqua Metals, Inc.), Securities Purchase Agreement (Resonant Inc), Security Agreement (Resonant Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, assigns and pledges to each the Secured Party Party, and hereby grants to the Secured Party, to secure the Secured Obligations, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of the following, whether now or hereafter existing or acquired by such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”)):
(a) the Collateral Account;
(b) all Commercial Tort Claims;
(c) all Computer Hardware and Software Collateral;
(d) all Contracts, together with any Contract Rights arising thereunder;
(e) all Deposit Accounts;
(f) all Equipment;
(g) all Fixtures;
(h) all Intellectual Property Collateral;
(i) all Inventory;
(j) all Investment Property;
(k) all Letter of Credit Rights;
(l) all Receivables;
(m) all Securities Accounts;
(n) all Supporting Obligations;
(o) all other Goods, Chattel Paper, Documents, Instruments (including, without limitation, such Grantor’s right, titlePromissory Notes), and interest in General Intangibles (including, without limitation, Payment Intangibles and to the following, whether tax refunds) of such Grantor now owned or hereafter acquired or arising and wherever located:existing;
(ap) all books, records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing in this Section 2.1;
(q) all of such Grantor’s Accounts;other personal property and rights of every kind and description and interests therein; and
(br) all products and Proceeds of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of from any Secured Party;
(m) and all of the proceeds and products, whether tangible or intangible, of any foregoing Collateral (including Proceeds which constitute property of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award types described in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, clauses (a) through (q) and, to the extent not otherwise included, all payments under insurance which such Grantor is entitled to receive (whether or not the Secured Party is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (Collateral. Notwithstanding anything herein to the “Proceeds”). Without limiting contrary, in no event shall the generality Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of such Grantor’s rights or interests in any license, contract or agreement to which such Grantor is 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 express terms of such license, contract or agreement or otherwise, result in a breach of the foregoingterms of, or constitute a default under such license, contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9407(a) or 9408(a) of the U.C.C. or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that immediately upon the ineffectiveness, waiver, lapse or termination of any such provision, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntaryCollateral shall include, and includes proceeds of any indemnity or guaranty payable to any such Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertyshall have granted a security interest in, all such rights and interests as if such provision had never been in effect.
Appears in 3 contracts
Sources: Senior Secured Credit Agreement (Surebeam Corp), Senior Secured Credit Agreement (Titan Corp), Senior Secured Credit Agreement (Surebeam Corp)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a herein referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property, tangible or intangible, of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 3 contracts
Sources: Security Agreement (Blast Energy Services, Inc.), Security Agreement (Implant Sciences Corp), Security Agreement (Implant Sciences Corp)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each the Agent, for the benefit of the Secured Party Parties, a separate, continuing first priority security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (collectively, the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of the Agent or any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party the Agent from time to time with respect to any of the Investment Related Property.
Appears in 3 contracts
Sources: Security Agreement (Elephant Talk Communications Corp), Security Agreement (Ants Software Inc), Security Agreement (Ants Software Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns to Secured Party, and pledges hereby grants to each Secured Party a separate, continuing security interest (eachin, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in and to the following, in each case whether now owned or hereafter acquired existing or arising in which Grantor now has or hereafter acquires an interest and wherever located:the same may be located (the "Collateral"):
(a) all equipment in all of its forms (including, but not limited to, all machinery, all computers, all data processing, computer or office equipment, all furniture and all trucks and other vehicles), all parts thereof and all accessions thereto (any and all such Grantor’s Accountsequipment, parts and accessions being the "Equipment");
(b) all inventory in all of its forms (including, but not limited to, (i) all goods held by such Grantor for sale or lease or to be furnished under contracts of service or so leased or furnished, (ii) all raw materials, work in process, finished goods, samples, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in such Grantor’s Books's business, (iii) all goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind, and (iv) all goods which are returned to or repossessed by such Grantor) and all accessions thereto and products thereof (all such inventory, accessions and products being the "Inventory") and all negotiable and non-negotiable documents of title (including without limitation warehouse receipts, dock receipts and bills of lading) issued by any Person covering any Inventory (any such negotiable document of title being a "Negotiable Document of Title");
(c) all accounts, contract rights, chattel paper, documents, instruments, general intangibles and other rights and obligations of any kind owned by or owing to such Grantor’s Chattel PaperGrantor and all rights in, to and under all security agreements, leases and other contracts securing or otherwise relating to any such accounts, contract rights, chattel paper, documents, instruments, general intangibles or other obligations (any and all such accounts, contract rights, chattel paper, documents, instruments, general intangibles and other obligations being the "Accounts", and any and all such security agreements, leases and other contracts being the "Related Contracts");
(d) all agreements to which such Grantor is a party, including without limitation those listed in Schedule 1(d) annexed hereto, as each such agreement may be amended, restated, supplemented or otherwise modified from time to time (said agreements, as so amended, restated, supplemented or otherwise modified, being referred to herein individually as an "Assigned Agreement" and collectively as the "Assigned Agreements"), including, without limitation, (i) all rights of such Grantor’s Deposit AccountsGrantor to receive moneys due or to become due under or pursuant to the Assigned Agreements, (ii) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) all claims of such Grantor for damages arising out of any breach of or default under the Assigned Agreements, and (iv) all rights of such Grantor to terminate, amend, supplement, modify or exercise rights or options under the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder;
(e) all of such Grantor’s Equipment cash, money, currency and fixturesdeposit accounts, including without limitation demand, time, savings, passbooks or similar accounts maintained with Lenders or other banks, savings and loan associations or other financial institutions;
(f) all of trademarks, trademark applications, trade names, trade secrets, trade dress, service marks, business names, patents, patent applications, licenses, copyrights and copyright applications owned by such Grantor’s General Intangibles, and all goodwill associated with any of the foregoing;
(g) to the extent not included in any other paragraph of this Section 1, all of such Grantor’s Inventoryother general intangibles (including without limitation unpatented formulas, recipes, manufacturing methods and processes, inventions, discoveries, tax refunds, rights to payment or performance, choses in action and judgments taken on any rights or claims included in the Collateral);
(h) all of such Grantor’s Investment Related Propertyplant fixtures, business fixtures and other fixtures and storage and office facilities, and all accessions thereto and products thereof;
(i) all books, records, ledger cards, files, sales records, sales and promotional data, invoices, product specifications, drawings, advertising materials, customer lists, cost and pricing information, supplier lists, business plans, catalogs, quality control manuals, blueprints, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to any of such Grantor’s Negotiable Collateral;the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and
(j) all proceeds, products, rents and profits of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of from any Secured Party;
(m) and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, foregoing Collateral and, to the extent not otherwise included, all payments under insurance (whether or not Secured Party is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”)Collateral. Without limiting the generality For purposes of the foregoingthis Agreement, the term “Proceeds” "proceeds" includes whatever is receivable or received when Investment Related Property Collateral or proceeds are sold, exchanged, collected, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 3 contracts
Sources: Credit Agreement (Aurora Foods Inc /Md/), Credit Agreement (Aurora Foods Inc /De/), Credit Agreement (MBW Foods Inc)
Grant of Security. Each The Grantor hereby unconditionally grants, assigns, and pledges to each the Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such the Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such the Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such the Grantor’s Accounts;
(b) all of such the Grantor’s Books;
(c) all of such the Grantor’s Chattel Paper;
(d) all of such the Grantor’s Deposit Accounts;
(e) all of such the Grantor’s Equipment and fixtures;
(f) all of such the Grantor’s General Intangibles;
(g) all of such the Grantor’s InventoryIntellectual Property;
(h) all of such the Grantor’s Inventory;
(i) all of the Grantor’s Investment Related Property;
(ij) all of such the Grantor’s Negotiable Collateral;
(jk) all of such the Grantor’s Real Property;
(l) all of the Grantor’s rights in respect of Supporting Obligations;
(km) all of such the Grantor’s Commercial Tort Claims;
(ln) all of such the Grantor’s money, cash, cash equivalents, or other assets of each such the Grantor that now or hereafter come into the possession, custody, or control of any the Secured Party;; and
(mo) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Intellectual Property, Inventory, Investment Related Property, Negotiable Collateral, Real Estate, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any the Grantor or any the Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 3 contracts
Sources: Exchange Agreement (Resonant Inc), Security Agreement (Resonant Inc), Security Agreement (Resonant Inc)
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each of the Secured Party Creditors, to secure the Secured Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any of the Secured Party;Creditors; and
(m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.
Appears in 3 contracts
Sources: Term Loan Credit Agreement, Revolving Credit Agreement, Term Loan Credit Agreement
Grant of Security. Each Grantor The Borrower hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor the Borrower (other than Real Propertythe Excluded Capital Stock) whether now owned or hereafter acquired or arising and wherever located (collectively, as the “Collateral”), including, without limitation, such GrantorBorrower’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such Grantor▇▇▇▇▇▇▇▇’s AccountsPledged Interests (but not including the Excluded Capital Stock);
(b) all of such Grantor▇▇▇▇▇▇▇▇’s BooksAccounts;
(c) all of such Grantor▇▇▇▇▇▇▇▇’s Chattel PaperBooks;
(d) all of such Grantor▇▇▇▇▇▇▇▇’s Deposit AccountsChattel Paper;
(e) all of such Grantor▇▇▇▇▇▇▇▇’s Equipment and fixturesDeposit Accounts;
(f) all of such GrantorBorrower’s General IntangiblesEquipment and fixtures;
(g) all of such Grantor▇▇▇▇▇▇▇▇’s InventoryGeneral Intangibles;
(h) all of such GrantorBorrower’s Investment Related PropertyInventory;
(i) all of such Grantor▇▇▇▇▇▇▇▇’s Negotiable CollateralInvestment Related Property (but not including the Excluded Capital Stock);
(j) all of such GrantorBorrower’s Negotiable Collateral;
(k) all of such ▇▇▇▇▇▇▇▇’s rights in respect of Supporting Obligations;
(kl) all of such GrantorBorrower’s Commercial Tort Claims;
(lm) all of such GrantorBorrower’s money, cash, cash equivalents, or other assets of each such Grantor Borrower that now or hereafter come into the possession, custody, or control of any Secured Party;
(mn) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or Proceeds other tangible or intangible property resulting than Proceeds from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”)Excluded Capital Stock. Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property (other than Excluded Capital Stock) or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor the Borrower or any Secured Party from time to time with respect to any of the Investment Related PropertyProperty (other than Excluded Capital Stock).
Appears in 3 contracts
Sources: Security Agreement (Perfect Moment Ltd.), Security Agreement (Perfect Moment Ltd.), Security Agreement (Perfect Moment Ltd.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);
(n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor’s Securities Accounts;
(p) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Equity Interests of any CFC, solely to the extent that (y) such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding voting Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits to Agent, the other members of the Lender Group, and the Bank Product Providers of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); or (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); or (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.
Appears in 3 contracts
Sources: Guaranty and Security Agreement (Connecture Inc), Guaranty and Security Agreement (Connecture Inc), Guaranty and Security Agreement (Ocz Technology Group Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(il) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral;
(jn) all of such Grantor’s rights in respect Pledged Interests (including all of Supporting Obligationssuch Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(ko) all of such Grantor’s Commercial Tort ClaimsSecurities Accounts;
(lp) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.
Appears in 3 contracts
Sources: Guaranty and Security Agreement (Unifi Inc), Guaranty and Security Agreement (Asure Software Inc), Guaranty and Security Agreement (Unifi Inc)
Grant of Security. Each Grantor hereby unconditionally grantsAs security for the prompt and complete payment and performance in full when due (whether at stated maturity, assignsby required prepayment, and pledges declaration, acceleration, demand or otherwise, including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code) of all Obligations at any time owed or owing to each the Secured Party a separate, continuing security interest Parties (each, a “Security Interest” and, or any of them) (collectively, the “Security InterestsSecured Obligations”) ), each Grantor hereby pledges and grants to the Collateral Agent, for its benefit and for the benefit of the Secured Parties, a continuing security interest in and Lien on all assets of such Grantor (other than Real Property) its right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s BooksChattel Paper;
(c) all of such Grantor’s Chattel PaperContracts, including without limitation all Trademark Licenses, Copyright Licenses, Patent Licenses and Trade Secret Licenses;
(d) all of such Grantor’s Deposit AccountsDocuments;
(e) all General Intangibles, including without limitation all Intellectual Property owned by such Grantor and that portion of such Grantor’s Equipment and fixturesthe Pledged Collateral constituting General Intangibles;
(f) all of such Grantor’s General IntangiblesGoods whether tangible or intangible, wherever located, including without limitation all Inventory, Equipment, Fixtures and Money;
(g) all Instruments, including without limitation that portion of such Grantor’s Inventorythe Pledged Collateral constituting Instruments;
(h) all of such Grantor’s Investment Related Propertycash and Deposit Accounts;
(i) all of such Grantor’s Negotiable CollateralInsurance;
(j) all Investment Property, including without limitation that portion of such Grantor’s rights in respect of Supporting Obligationsthe Pledged Collateral constituting Investment Property;
(k) all of such Grantor’s Commercial Tort ClaimsAccounts Receivable;
(l) all of such Grantor’s moneyPledged Stock, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyPledged Partnership Interests and Pledged LLC Interests;
(m) all books and Records;
(n) all Money or other property of the proceeds any kind which is received by such Grantor in connection with refunds with respect to taxes, assessments and productsgovernmental charges imposed on such Grantor or any of its property or income;
(o) all causes of action and all Money and other property of any kind received therefrom, whether tangible or intangible, and all Money and other property of any kind recovered by any Grantor;
(p) all Collateral Support and Supporting Obligations relating to any of the foregoing; and
(q) all Proceeds of each of the foregoing and all accessions to, including proceeds substitutions and replacements for and rents, profits and products of insurance or Commercial Tort Claims covering or relating to in respect of any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition Proceeds of any of the foregoinginsurance, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity warranty or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertyforegoing.
Appears in 3 contracts
Sources: Revolving Credit and Guaranty Agreement (Blue Apron Holdings, Inc.), Revolving Credit and Guaranty Agreement (Blue Apron Holdings, Inc.), Revolving Credit and Guaranty Agreement (Blue Apron Holdings, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a “hereinafter referred to as the "Security Interest” and, collectively, the “Security Interests”") in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the "Collateral"):
(a) all of such Grantor’s 's Accounts;
(b) all of such Grantor’s Books's Inventory;
(c) all of such Grantor’s 's Instruments, Chattel Paper (including all tangible and electronic Chattel Paper) and other contracts, in each case to the extent governing, evidencing, substituting for, arising from or constituting proceeds of any Accounts, other Receivables, Inventory, or other assets described in any other clause of this Section 3 and constituting Collateral;
(d) all of such Grantor’s 's Deposit Accounts (other than Escrow/Trust Accounts, Governmental Authority Obligation Accounts and Non-Loan Party Proceeds Accounts), money and Cash Equivalents;
(e) all of such Grantor’s Equipment 's contracts, documents of title, and fixturesother documents that evidence the ownership of, right to receive or possess, or that otherwise relate to, any Accounts, other Receivables, Inventory, or other assets described in any other clause of this Section 3 and constituting Collateral, including contracts, documents of title, and other documents that relate to the acquisition of, or sale or other disposition of, any Inventory, and all contracts, documents of title, or other documents that arise from or constitute proceeds of Accounts, other Receivables, Inventory, or other assets described in any other clause of this Section 3 and constituting Collateral;
(f) all guaranties, contracts of such Grantor’s General Intangiblessuretyship, insurance, letters of credit, letter-of-credit rights, security and other credit enhancements (including repurchase agreements), and supporting obligations, in each case in respect and only in respect of the Accounts, other Receivables, Inventory, or other assets described in any other clause of this Section 3 and constituting Collateral, including (i) rights of stoppage in transit, replevin, repossession, reclamation, and other rights and remedies of an unpaid vendor, and (ii) deposits by and property of Account Debtors or other persons securing the obligations of Account Debtors in respect of Accounts or other Receivables;
(g) all General Intangibles (other than Intellectual Property) to the extent arising from, relating to, or constituting proceeds of such Grantor’s Inventoryany Accounts, other Receivables, Inventory or other assets described in any other clause of this Section 3 and constituting Collateral;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or 's other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured other member of the Lender Group to the extent arising from, relating to, or constituting proceeds of, any Accounts, other Receivables, Inventory or other assets described in any other clause of this Section 3 and constituting Collateral;
(i) all Investment Property (including securities, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts, or commodity accounts but excluding all Margin Stock issued by any Affiliate or Subsidiary of any Loan Party) and all monies, credit balances, deposits, and other property of any Grantor now or hereafter held, or received by, or in transit to, Agent (or its agent or designee) or any other member of the Lender Group, any bank, securities intermediary, depository, or other institution from or for the account of any Grantor, whether for safekeeping, pledge, custody, transmission, collection, or otherwise, in each case, to the extent arising from or constituting proceeds of Accounts, other Receivables, Inventory, or other assets described in any other clause of this Section 3 and constituting Collateral;
(j) all claims under policies of casualty insurance and all proceeds of casualty insurance, in each case, payable by reason of loss or damage to any, Accounts, other Receivables, Inventory or other assets described in any other clause of this Section 3 and constituting Collateral and all proceeds of casualty insurance;
(k) to the extent not otherwise described above, all Receivables;
(l) all Books evidencing, relating to, or referring to any of the foregoing and
(m) all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “"Proceeds”"). Without limiting For the generality avoidance of the foregoingdoubt, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds Collateral shall not include the Equity Interests of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any those Subsidiaries of Worldwide that have been pledged as collateral for the Investment Related PropertyNotes Debt.
Appears in 3 contracts
Sources: Guaranty and Security Agreement (Kronos Worldwide Inc), Guaranty and Security Agreement (Nl Industries Inc), Guaranty and Security Agreement (Kronos Worldwide Inc)
Grant of Security. Each The Grantor hereby unconditionally grants, assigns, assigns and pledges to each the Secured Party Party, and hereby grants to the Secured Party, to secure the Secured Obligations, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter existing or acquired or arising and wherever located:by the Grantor (the “Collateral”):
(a) all of such Grantor’s Accountsthe Collateral Account;
(b) all of such Grantor’s BooksCommercial Tort Claims;
(c) all of such Grantor’s Chattel PaperComputer Hardware and Software Collateral;
(d) all of such Grantor’s Deposit AccountsContracts, together with any Contract Rights arising thereunder;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s General IntangiblesEquipment;
(g) all of such Grantor’s InventoryFixtures;
(h) all of such Grantor’s Investment Related PropertyIntellectual Property Collateral;
(i) all of such Grantor’s Negotiable CollateralInventory;
(j) all of such Grantor’s rights in respect of Supporting ObligationsInvestment Property;
(k) all Letter of such Grantor’s Commercial Tort ClaimsCredit Rights;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyReceivables;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or Securities Accounts;
(n) all of the foregoing, and any and Supporting Obligations;
(o) all Accounts, Booksother Goods, Chattel Paper, Deposit AccountsDocuments, EquipmentInstruments (including, without limitation, Promissory Notes), and General IntangiblesIntangibles (including, Inventorywithout limitation, Investment Related PropertyPayment Intangibles and tax refunds) of the Grantor now or hereafter existing;
(p) all books, Negotiable Collateralrecords, Supporting Obligationswritings, moneydata bases, information and other property relating to, used or other tangible useful in connection with, evidencing, embodying, incorporating or intangible property resulting from the salereferring to, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award foregoing in condemnation with respect to any this Section 2.1;
(q) all of the foregoing, Grantor’s other personal property and rights of every kind and description and interests therein; and
(r) all products and Proceeds of and from any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, foregoing Collateral (including Proceeds which constitute property of the types described in clauses (a) through (q) and, to the extent not otherwise included, all payments under insurance which the Grantor is entitled to receive (whether or not the Secured Party is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (Collateral. Notwithstanding anything herein to the “Proceeds”). Without limiting contrary, in no event shall the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntaryCollateral include, and includes proceeds of any indemnity or guaranty payable the Grantor shall not be deemed to any Grantor or any Secured Party from time to time with respect to have granted a security interest in, any of the Investment Related PropertyGrantor’s rights or interests in any license, contract or agreement to which the Grantor is 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 express terms of such license, contract or agreement or otherwise, result in a breach of the terms of, or constitute a default under such license, contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9407(a) or 9408(a) of the U.C.C. or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that immediately upon the ineffectiveness, waiver, lapse or termination of any such provision, the Collateral shall include, and the Grantor shall have granted a security interest in, all such rights and interests as if such provision had never been in effect.
Appears in 3 contracts
Sources: Senior Secured Credit Agreement (Surebeam Corp), Senior Secured Credit Agreement (Titan Corp), Senior Secured Credit Agreement (Surebeam Corp)
Grant of Security. Each Grantor hereby unconditionally grantsgrants to Collateral Agent, assignsfor the benefit of the Secured Parties, and pledges to each secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Goods, Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(h) all of such Grantor’s Documents;
(i) all of such Grantor’s Inventory;
(hj) all of such Grantor’s Investment Related Property;
(ik) all of such Grantor’s Negotiable Collateral;
(jl) all of such Grantor’s rights in respect of Supporting Obligations;
(km) all of such Grantor’s Commercial Tort Claims;
(ln) all of such Grantor’s money, cash, cash equivalents, Vehicles;
(o) all of such Grantor’s money or Cash Equivalents or other assets of each such Grantor that now or hereafter come comes into existence, whether or not in the possession, custody, or control of Collateral Agent (or its agent or designee) or any other Secured Party;; and
(mp) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Collateral Support, Deposit Accounts, Equipment, Fixtures, General Intangibles, Goods, Intellectual Property, Intellectual Property Licenses, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, Vehicles, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” also includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Collateral Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include Excluded Assets. None of the covenants or representations and warranties herein or in any other Security Documents shall be deemed to apply to any property constituting Excluded Assets.
Appears in 3 contracts
Sources: Security and Pledge Agreement (Horizon Lines, Inc.), Security and Pledge Agreement (Horizon Lines, Inc.), Security and Pledge Agreement (Horizon Lines, Inc.)
Grant of Security. Each The Grantor hereby unconditionally grants, assigns, and pledges to Collateral Agent on behalf of each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such the Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such the Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such the Grantor’s Accounts;
(b) all of such the Grantor’s Books;
(c) all of such the Grantor’s Chattel Paper;
(d) all of such the Grantor’s Deposit Accounts;
(e) all of such the Grantor’s Equipment and fixtures;
(f) all of such the Grantor’s General Intangibles;
(g) all of such the Grantor’s InventoryIntellectual Property;
(h) all of such the Grantor’s Inventory;
(i) all of the Grantor’s Investment Related Property;
(ij) all of such the Grantor’s Negotiable Collateral;
(jk) all of such the Grantor’s Real Property;
(l) all of the Grantor’s rights in respect of Supporting Obligations;
(km) all of such the Grantor’s Commercial Tort Claims;
(ln) all of such the Grantor’s money, cash, cash equivalents, or other assets of each such the Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;; and
(mo) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Intellectual Property, Inventory, Investment Related Property, Negotiable Collateral, Real Estate, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any the Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 2 contracts
Sources: Security Agreement (Resonant Inc), Securities Purchase Agreement (Resonant Inc)
Grant of Security. Each Grantor of the Grantors hereby unconditionally grants, assigns, assigns and pledges to each the Administrative Agent, for the benefit of the Administrative Agent and the ratable benefit of the Secured Party Parties, and hereby grants to the Administrative Agent, for the benefit of the Administrative Agent and the ratable benefit of the Secured Parties, a separate, continuing security interest (each, a “Security Interest” and, collectively, in the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located following (collectively, the “"Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:"):
(a) all of such Grantor’s Accounts's machinery and equipment in all of its forms, whether now owned or hereafter arising or acquired, wherever located, now or hereafter existing, all fixtures and all parts thereof and all accessions thereto (any and all such equipment, fixtures, parts and accessions, the "Equipment");
(b) all of such Grantor’s Books's inventory in all of its forms, whether now owned or hereafter arising or acquired, wherever located, now or hereafter existing (including, without limitation, (i) raw materials and work in process, (ii) finished goods, (iii) materials used or consumed in the manufacture or production thereof, (iv) goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind (including, without limitation, goods in which such Grantor has an interest or right as consignee) and (v) goods that are returned to or repossessed by such Grantor), and all accessions thereto, products thereof and documents therefor (any and all such inventory, accessions, products and documents, the "Inventory");
(c) all of such Grantor’s Chattel Paper's accounts, contract rights, chattel paper, instruments, deposit accounts and other claims of any kind, whether now owned or hereafter arising or acquired, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights now or hereafter existing in and to all security agreements, leases and other contracts securing or otherwise relating to any such accounts, contract rights, chattel paper, instruments, deposit accounts or claims, except that the Grantor shall not grant, for so long as such grant would be prohibited by the terms of any such agreements, leases or other contracts or by applicable law, a security interest in any such agreements, leases or other contracts with respect to which the grant of any security interest or collateral assignment contemplated hereby is prohibited by its terms or by applicable law (any and all such accounts, contract rights, chattel paper, instruments, deposit accounts and claims, to the extent not referred to in clause (d), (e) or (f) below, being the "Receivables", and any and all such leases, security agreements and other contracts being the "Related Contracts");
(d) all of such Grantor’s Deposit Accounts's right, title and interest, whether now existing or hereafter arising or acquired, in and to the following (the "Security Collateral"), without duplication:
(i) the Pledged Shares and the certificates representing the Pledged Shares, including without limitation, the shares of capital stock of all of such Grantor's Subsidiaries, and the certificates representing the Pledged Shares; provided, however, that only 65% of the shares of capital stock of such Grantor's Foreign Subsidiaries shall be pledged, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Shares;
(ii) the Pledged Debt and the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt;
(iii) all additional shares of stock of any issuer of the Pledged Shares from time to time acquired by such Grantor in any manner, provided, however, that only 65% of the shares of capital stock of such Grantor's Foreign Subsidiaries shall be pledged pursuant to this Agreement, and the certificates representing such additional shares, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares;
(iv) all additional indebtedness for borrowed money from time to time owed to such Grantor by any obligor of the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness;
(v) all additional "investment property" (as defined in the UCC) now owned or hereafter arising or acquired by such Grantor including, without limitation, (A) all securities, whether certificated or uncertificated, including, without limitation, stocks, bonds, interests in limited liability companies, partnership interests, treasuries, certificates of deposit, and mutual fund shares; (B) all security entitlements of such Grantor including, without limitation, the rights of such Grantor to any securities account and the financial assets held by a securities intermediary in such securities account and any free credit balance or other money owing by any securities intermediary with respect to that account; (C) all securities accounts held by such Grantor; (D) all commodity contracts held by such Grantor; and (E) all commodity accounts held by such Grantor.
(e) each of the agreements to which such Grantor is now or may hereafter become a party, and each Hedge Agreement to which such Grantor is now or may hereafter become a party, in each case as such agreements may be amended, restated or otherwise modified from time to time, unless and for so long as the Grantor is not permitted to grant a security interest therein or collateral assignment thereof (collectively, the "Assigned Agreements"), including, without limitation, (i) all rights of such Grantor’s Equipment Grantor to receive moneys due and fixturesto become due under or pursuant to the Assigned Agreements, (ii) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of such Grantor for damages arising out of or for breach of or default under the Assigned Agreements, and (iv) the right of such Grantor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder (all such Collateral being the "Agreement Collateral");
(f) all of such Grantor’s General Intangibles's right, title and interest, whether now existing or hereafter arising or acquired, in and to the following (collectively, the "Account Collateral"):
(i) the L/C Cash Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the L/C Cash Collateral Account;
(ii) all deposit accounts of such Grantor, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing such deposit accounts;
(iii) all Collateral Investments (as hereinafter defined) from time to time and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Investments;
(iv) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of such Grantor in substitution for or in addition to any or all of the then existing Account Collateral; and
(v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Account Collateral;
(g) all of such Grantor’s Inventory's corporate and business records, customer lists, credit files, computer program printouts and other computer materials and records;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, without limitation of any of the foregoing, including proceeds all of insurance such Grantor's general intangibles, including, without limitation,
(i) all choses in action, claims and causes of action or Commercial Tort Claims covering rights of recovery or relating set-off of every kind and character, and the goodwill of the business of such Grantor as a going concern;
(A) all rights of such Grantor to receive moneys due and to become due under or pursuant to any or general intangibles, (B) all rights of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the such Grantor to receive proceeds of any award in condemnation insurance, indemnity, warranty or guaranty with respect to any general intangibles, (C) claims of such Grantor for damages arising out of or for breach of or default under any general intangibles, and (D) the right of such Grantor to terminate any general intangibles, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder;
(iii) all of such Grantor's right, title and interest, whether now owned or hereafter arising or acquired, in and to the following (individually a "Copyright" and collectively, "Copyrights"): (A) all copyrights and general intangibles of like nature (whether registered or unregistered), now owned or existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, including all registrations, recordings and applications in the United States Copyright Office or in any similar office or agency of the foregoingUnited States, any rebates state or refundsterritory thereof, or any other country or any political subdivision thereof, and (B) all reissues, extensions or renewals thereof;
(iv) all rights of such Grantor now owned or hereafter arising or acquired under any and all agreements granting any right to use any Copyright;
(v) all of such Grantor's right, title and interest, whether for taxes now existing or otherwisehereafter arising or acquired, in and to the following (individually a "Patent" and collectively, "Patents"): (A) all letters patent of the United States or any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or any other country, including registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State or Territory thereof, or any other country, and (B) all reissues, continuations, continuations-in-part or extensions thereof;
(vi) all rights of such Grantor now owned or hereafter arising or acquired under any and all agreements granting any right with respect to any invention on which a Patent is in existence;
(vii) all of such Grantor's right, title and interest, whether now existing or hereafter arising or acquired, in and to the following (individually a "Trademark" and collectively, "Trademarks"): (A) all trademarks, trade names, corporate names, business names, trade styles, service marks, logos, other source or business identifiers, prints and labels on which any of the foregoing have appeared or appear, designs and general intangibles of like nature (whether registered or unregistered), now owned or existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, including registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state or territory thereof, or any other country or any political subdivision thereof; and (B) all reissues, extensions or renewals thereof; and
(viii) all rights of such Grantor now owned or hereafter arising or acquired under all agreements granting any right to use any Trademark or Trademark registration.
(i) all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the aboveforegoing Collateral (including, whether insured or not insuredwithout limitation, proceeds that constitute property of the types described in clauses (a) - (h) of this Section 1) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing Collateral and (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertyii) cash.
Appears in 2 contracts
Sources: Security Agreement (Audio Book Club Inc), Security Agreement (Mediabay Inc)
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);
(n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor’s Securities Accounts;
(p) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Farm Products, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” (and any component definition thereof) shall not include any Excluded Asset.
Appears in 2 contracts
Sources: Guaranty and Security Agreement, Guaranty and Security Agreement (Concrete Pumping Holdings, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each Secured Party Party, to secure the payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a “Security Interest” and, collectively, hereinafter referred to as the “Security InterestsInterest ”) in all assets of such Grantor (other than Real Property) Grantor’s right, title, and interest in, to and under the following, property, in each case whether tangible or intangible, whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:):
(a) all of such Grantor’s Accounts, Receivables and Receivables Records;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Fixtures;
(h) all of such Grantor’s General Intangibles;
(gi) all of such Grantor’s Inventory;
(hj) all of such Grantor’s Investment Related Property;
(i) , including all of such Grantor’s Negotiable Collateral;
(j) Securities, all of such Grantor’s rights in Securities Accounts and all Security Entitlements with respect of Supporting Obligationsthereto and Financial Assets carried therein, and all Commodity Accounts and Commodity Contracts;
(k) all of such Grantor’s Commercial Tort ClaimsIntellectual Property and Intellectual Property Licenses;
(l) all of such Grantor’s moneyNegotiable Collateral (including all of such Grantor’s Pledged Notes);
(m) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(n) all of such Grantor’s Securities Accounts;
(o) all of such Grantor’s Supporting Obligations;
(p) all of such Grantor’s Money, cashas defined in Section 1-201(24) of the Code, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Partyother Lender;
(mq) all of such Grantor’s Goods not covered by the proceeds other clauses of this Section 3;
(r) all of such Grantor’s Insurance;
(s) all of such Grantor’s As-Extracted Collateral;
(t) all of such Grantor’s other tangible and products, whether tangible or intangible, intangible personal property whatsoever of such Grantor; and
(u) all of such Grantor’s Proceeds of any of the foregoingCollateral, including proceeds of insurance or Commercial Tort Claims covering or relating all Accessions to and substitutions and replacements for, any or all of the foregoingCollateral, and any all offspring, rents, profits and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition products of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insuredCollateral, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect related to any Collateral, all books, correspondence, credit files, records, invoices and other papers (including all tapes, cards, computer runs and other papers and documents in the possession or under the control of the foregoing (the “Proceeds”such Grantor or any computer bureau or service company from time to time acting for such Grantor). Without limiting Notwithstanding anything contained in this Agreement to the generality of the foregoingcontrary, the term “ProceedsCollateral” includes whatever shall not include: (i) voting Equity Interests of any CFC or CFC Holdco, solely to the extent that such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC or CFC Holdco (any such pledge shall be governed by the laws of the State of New York), (ii) (x) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is receivable prohibited as a matter of law or received when Investment Related Property under the terms of such contract, lease, permit, license, or proceeds are soldlicense agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, exchangedlease, collectedpermit, license, or license agreement has not been obtained or (y) any asset to the extent that a pledge thereof or a grant of a security interest therein would be prohibited by applicable law, rule or regulation or agreements with any Governmental Authority or would require governmental (including regulatory) consent, approval, license or authorization (provided, in each case, that (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise disposed affect any of Agent’s or any other Secured Party’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests), (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law; provided, that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral, (iv) any leasehold interest except to the extent a security interest therein can be perfected by the filing of a financing statement, (v) interests in joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent of one or more third parties other than Grantors or any of their respective Wholly-Owned Subsidiaries (after giving effect to any applicable anti-assignment provision of the Code or other applicable law), (vi) Excluded Accounts, (vii) (x) Letter of Credit Rights with a value of less than $1,000,000 individually and $2,500,000 in the aggregate and (y) Commercial Tort Claims with a value of less than $2,500,000 in the aggregate (in each case except to the extent a security interest therein can be perfected by the filing of a financing statement), (viii) where such grant results in material adverse tax, accounting or regulatory consequences as reasonably determined by the Borrower and the Administrative Agent, and (ix) where the cost of obtaining a security interest in, or perfection of, whether such disposition is voluntary or involuntary, assets exceeds the practical benefit to the Lenders afforded thereby as reasonably determined by the Borrower and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related PropertyAdministrative Agent.
Appears in 2 contracts
Sources: Pledge and Security Agreement (BlueLinx Holdings Inc.), Credit and Guaranty Agreement (BlueLinx Holdings Inc.)
Grant of Security. Each Grantor Grantor, severally, hereby unconditionally grants, assigns, assigns and pledges to each Secured Party Ford Credit, and hereby grants to Ford Credit, a separate, continuing security interest (eachin, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s its respective right, title, title and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:(collectively, the "Collateral"):
(a) all equipment in all of such Grantor’s Accountsits forms, including furniture, machinery, service vehicles, supplies and other equipment (the "Equipment");
(b) all inventory in all of such Grantor’s Booksits forms, including motor vehicles, tractors, trailers, service parts and accessories and other inventory ("Inventory");
(c) all accounts, contract rights, chattel paper, instruments, notes, letters of credit, documents, documents of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds and other obligations of third persons of any kind, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods, the rendering of services or otherwise, and all rights now or hereafter existing in and to all security agreements, leases, and other contracts securing or otherwise relating to any such Grantor’s Chattel Paperaccounts, contract rights, chattel paper, instruments, notes, letters of credit, documents, documents of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds or obligations of third persons (any and all such accounts, contract rights, chattel paper, instruments, notes, letters of credit, documents, documents of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds and obligations of third persons being the "Receivables", and any and all such leases, security agreements and other contracts being the "Related Contracts");
(d) all of such each Grantor’s Deposit Accounts's governmental approvals and authorizations to the maximum extent permitted by applicable law;
(e) all personal property and interests in personal property of such Grantor’s Equipment and fixtureseach Grantor now or hereafter coming into the actual possession, custody or control of Ford Credit in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise);
(f) all of such Grantor’s General Intangiblesleasehold interests in and fixtures located on any real property;
(g) all of such Grantor’s Inventoryrecords and other books and records relating to the foregoing;
(h) all of such Grantor’s Investment Related Propertyintellectual property;
(i) all of such Grantor’s Negotiable Collateralgoods;
(j) all of such Grantor’s rights in respect of Supporting ObligationsUCC references;
(k) all of such Grantor’s Commercial Tort Claims;security entitlements; and
(l) all of such Grantor’s moneyaccessions and additions to, cashsubstitutions for, cash equivalentsand replacements, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the products and proceeds and products, whether tangible or intangible, of any of the foregoingforegoing (including, including without limitation, proceeds of insurance or Commercial Tort Claims covering or relating to any or all which constitute property of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition types described in clauses (a) through (k) of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, this Section 1 and, to the extent not otherwise included, all (i) payments under insurance (whether or not Ford Credit is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing Collateral and (ii) cash. Provided that the “Proceeds”). Without limiting foregoing shall exclude (A) any Contract Rights (other than any Contract Rights pursuant to a franchise agreement between a Grantor and/or Hometown and an automobile manufacturer) or General Intangibles of a Grantor to the generality extent the Grantor may not grant a security interest in the same without breach of the foregoingterms thereof and (B) unless the relevant automobile manufacturer grants its consent thereto, any Contract Rights or General Intangibles related to a franchise agreement with an automobile manufacturer if the term “Proceeds” includes whatever is receivable granting of the foregoing security interest would permit such automobile manufacturer to terminate or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether materially alter such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor franchise agreement or any Secured Party related agreements with a Grantor and/or Hometown, provided that Hometown and/or a Grantor shall use their best efforts to obtain agreements from time to time with respect to any the relevant manufacturers (a) permitting the grant of a security interest and (b) granting the Investment Related Propertyconsent described in subsection (B) above.
Appears in 2 contracts
Sources: Security Agreement (Hometown Auto Retailers Inc), Security Agreement (Hometown Auto Retailers Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Propertyreal property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”)located, including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (collectively, the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “"Proceeds” " includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 2 contracts
Sources: Security Agreement (Workstream Inc), Security Agreement (Generex Biotechnology Corp)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Party Parties, and hereby grants to the Administrative Agent for the ratable benefit of each of the Secured Parties, to secure the Secured Obligations, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter existing or acquired or arising and wherever located:by such Grantor (the “Collateral”):
(a) all of such Grantor’s Accountsthe Collateral Account;
(b) all of such Grantor’s BooksComputer Hardware and Software Collateral;
(c) all of such Grantor’s Chattel PaperAll Contracts, together with any Contract Rights arising thereunder;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixturesEquipment;
(f) all of such Grantor’s General IntangiblesIntellectual Property Collateral;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable CollateralReceivables;
(j) all of such Grantor’s rights in respect of Supporting ObligationsSecurities Accounts;
(k) all other Goods, Chattel Paper, Documents, Instruments, and General Intangibles of such Grantor’s Commercial Tort Claims;
(l) all books, records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Partyforegoing in this Section 2.1;
(m) all of the proceeds such Grantor’s other property and rights of every kind and description and interests therein; and
(n) all products, whether tangible or intangibleoffspring, of any of the foregoingrents, including issues, profits, returns, income and proceeds of insurance or Commercial Tort Claims covering or relating to and from any or and all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible foregoing Collateral (including proceeds which constitute property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoingtypes described in clauses (a), the proceeds of any award in condemnation with respect to any of the foregoing(b), any rebates or refunds(c), whether for taxes or otherwise(d), (e), (f), (g), (h) and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, (i) and, to the extent not otherwise included, all payments under insurance which such Grantor is entitled to receive (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”Collateral). Without limiting Notwithstanding anything herein to the generality contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of such Grantor's rights or interests in any license, contract or agreement to which such Grantor is 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 express terms of such license, contract or agreement or otherwise, result in a breach of the foregoingterms of, or constitute a default under such license, contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-318(4) of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that immediately upon the ineffectiveness, waiver, lapse or termination of any such provision, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntaryCollateral shall include, and includes proceeds of any indemnity or guaranty payable to any such Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertyshall have granted a security interest in, all such rights and interests as if such provision had never been in effect.
Appears in 2 contracts
Sources: Security Agreement, Security Agreement (Titan Corp)
Grant of Security. Each Grantor hereby unconditionally grantsAs security for the prompt and complete payment and performance in full when due (whether at stated maturity, assignsby required prepayment, and pledges declaration, acceleration, demand or otherwise, including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code) of all Obligations at any time owed or owing to each the Secured Party a separate, continuing security interest Parties (each, a “Security Interest” and, or any of them) (collectively, the “Security InterestsSecured Obligations”) ), each Grantor hereby pledges and grants to the Collateral Agent, for its benefit and for the benefit of the Secured Parties, a continuing security interest in and Lien on all assets of such Grantor (other than Real Property) its right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s BooksChattel Paper;
(c) all of such Grantor’s Chattel PaperContracts;
(d) all of such Grantor’s Deposit AccountsDocuments;
(e) all General Intangibles, including without limitation all Intellectual Property owned by such Grantor and that portion of such Grantor’s Equipment and fixturesthe Pledged Collateral constituting General Intangibles;
(f) all of such Grantor’s General IntangiblesGoods whether tangible or intangible, wherever located, including without limitation all Inventory, Equipment, Fixtures, and Money;
(g) all Instruments, including without limitation that portion of such Grantor’s Inventorythe Pledged Collateral constituting Instruments;
(h) all of such Grantor’s Investment Related Propertycash and Deposit Accounts, including without limitation all Cash Collateral Accounts constituting Deposit Accounts;
(i) all of such Grantor’s Negotiable CollateralInsurance;
(j) all Investment Property, including without limitation all Control Accounts, all Cash Collateral Accounts constituting Investment Property and that portion of such Grantor’s rights in respect of Supporting Obligationsthe Pledged Collateral constituting Investment Property;
(k) all of such Grantor’s Commercial Tort ClaimsAccounts Receivable;
(l) all of such Grantor’s moneyPledged Stock, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyPledged Partnership Interests and Pledged LLC Interests;
(m) all books and Records;
(n) all Money or other property of the proceeds any kind which is received by such Grantor in connection with refunds with respect to taxes, assessments and productsgovernmental charges imposed on such Grantor or any of its property or income;
(o) all causes of action and all Money and other property of any kind received therefrom, whether tangible or intangible, and all Money and other property of any kind recovered by any Grantor;
(p) all Collateral Support and Supporting Obligations relating to any of the foregoing; and
(q) all Proceeds of each of the foregoing and all accessions to, including proceeds substitutions and replacements for and rents, profits and products of insurance or Commercial Tort Claims covering or relating to in respect of any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition Proceeds of any of the foregoinginsurance, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity warranty or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertyforegoing.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Cypress Semiconductor Corp /De/), Pledge and Security Agreement (Cypress Semiconductor Corp /De/)
Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns and transfers to the Administrative Agent, and pledges hereby grants to each the Administrative Agent, for the ratable benefit of the Secured Party Parties, a separate, continuing security interest (eachin, a “Security Interest” and, collectively, all of the “Security Interests”) in all assets of such Grantor (other than Real Property) whether following property now owned or at any time hereafter acquired by such Grantor or arising and wherever located in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), includingas collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, without limitation, by acceleration or otherwise) of such Grantor’s rightObligations:
(a) all Securities and all options and warrants to purchase Securities (and all certificates, titleCertificated Securities, Chattel Paper or Instruments evidencing such Securities);
(b) all Pledged Accounts; including any and interest all assets of whatever type or kind deposited in and to the followingany such Pledged Account, whether now owned or hereafter acquired acquired, existing or arising (including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments or interests therein of any type or nature deposited or required by the Credit Agreement or any other Loan Document to be deposited in such Pledged Account, and wherever located:
all investments and all certificates and other instruments (aincluding depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Grantor’s Accounts;
(b) all of such Grantor’s Booksthe foregoing);
(c) all of such Grantor’s Chattel Paper;books and records pertaining to the Collateral; and
(d) to the extent not otherwise included, all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment Proceeds, Supporting Obligations and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control products of any Secured Party;
(m) and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to all Security Entitlements owned by such Grantor in any or and all of the foregoing, and all collateral security and guarantees given by any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest (i) is of more than 66% of the total voting stock of any Excluded Foreign Subsidiary, (ii) is of a general partner interest held by a Grantor in a Colony Fund, (iii) is prohibited by any Requirements of Law of a Governmental Authority, requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (iv) in the case of any Collateral constituting a Security of any Pledged Affiliate, is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any rebates contract, license, agreement, instrument or refunds, whether for taxes other document evidencing or otherwise, and all proceeds giving rise to such property or any material agreement of any such proceeds, Pledged Affiliate (or any portion thereof Investment Asset Issuer or Affiliated Investor in which such Pledged Affiliate owns a direct or indirect equity interest) prohibiting a grant of such security interest thereinin such Security, and the proceeds thereofincluding, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise includedwithout limitation, any indemnity, warranty, applicable shareholder or guaranty payable by reason of loss or damage to, or otherwise with respect to similar agreement (other than any of the foregoing issued by a Grantor) or any agreements relating to Indebtedness permitted pursuant to the Credit Agreement that are either applicable to such Pledged Affiliate, any Investment Asset held directly or indirectly by such Pledged Affiliate or to any Investment Asset Issuer or any Affiliated Investor in which such Pledged Affiliate owns a direct or indirect equity interest, in each case with respect to clauses (iii) and (iv) of this paragraph, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requirement of such consent is ineffective under applicable law (the property excluded from Collateral pursuant to this paragraph, the “ProceedsExcluded Collateral”). Without limiting Notwithstanding anything to the generality of the foregoingcontrary set forth in this Agreement, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are soldrepresentations, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, warranties and includes proceeds of any indemnity or guaranty payable covenants set forth herein applicable to any Grantor or any Secured Party from time Collateral shall not apply to time with respect to any of the Investment Related PropertyExcluded Collateral.
Appears in 2 contracts
Sources: Credit Agreement (Colony NorthStar, Inc.), Credit Agreement (Colony Capital, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Stock of any CFC, solely to the extent that (A) such Stock represents more than 65% of the outstanding voting Stock of such CFC, and (B) pledging or hypothecating more than 65% of the total outstanding voting Stock of such CFC would result in material adverse tax consequences; or (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Stock (including any Accounts or Stock), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Stock); (iii) the Excluded Collateral; or (iv) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.
Appears in 2 contracts
Sources: Security Agreement (Dixie Group Inc), Security Agreement (Dixie Group Inc)
Grant of Security. Each As security for the payment or performance, as the case may be, in full of the Secured Obligations (as defined below), each Grantor hereby unconditionally grants, assigns, collaterally assigns and pledges to the Collateral Agent (and its successors and permitted assigns), for the benefit of the Secured Parties, and each Grantor hereby grants to the Collateral Agent (and its successors and permitted assigns), for the benefit of the Secured Party Parties, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in and continuing lien on all assets of such Grantor (other than Real Property) Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising and wherever located (collectively, the “Collateral”):
(a) all Accounts;
(b) all cash and Cash Equivalents;
(c) all Chattel Paper;
(d) all Commercial Tort Claims set forth on Schedule IV hereto or with a claimed amount in excess of $5,000,000;
(e) all Deposit Accounts;
(f) all Documents;
(g) all Equipment;
(h) subject to Section 22 hereof, all Fixtures;
(i) all General Intangibles;
(j) all Goods;
(k) all Instruments;
(l) all Inventory;
(m) all Letter-of-Credit Rights;
(n) the following (the “Security Collateral”):
(i) all indebtedness from time to time owed to such Grantor, including, without limitation, the indebtedness set forth opposite such Grantor’s name on and otherwise described on Schedule II (as such Schedule II may be supplemented from time to time by supplements to this Agreement) (all such indebtedness being the “Pledged Debt”), and the instruments and promissory notes, if any, evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt;
(ii) all Equity Interests of any Person from time to time acquired, owned or held directly by such Grantor in any manner, including, without limitation, the Equity Interests owned or held by each Grantor set forth opposite such Grantor’s name on and otherwise described on Schedule II (as such Schedule II may be supplemented from time to time by supplements to this Agreement) (all such Equity Interests being the “Pledged Interests”), and the certificates, if any, representing such shares or units or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other Equity Interests and all warrants, rights or options issued thereon or with respect thereto; provided that, for the avoidance of doubt, such Grantor shall not be required to pledge, and the terms “Pledged Interests” and “Security Collateral” used in this Agreement shall not include, any Equity Interests that constitute Excluded Property; and
(iii) all Investment Property and all Financial Assets, and all dividends, distributions, returns of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange therefor and all warrants, rights or options issued thereon or with respect thereto;
(o) all contracts and agreements between any Grantor and one or more additional parties (including, without limitation, any Swap Contracts, licensing agreements and any partnership agreements, joint venture agreements, limited liability company agreements) and the IP Agreements (as defined below), in each case as such agreements may be amended, restated, amended and restated, supplemented or otherwise modified from time to time (collectively, the “Assigned Agreements”), including, without limitation, all rights of such Grantor’s right, title, and interest in Grantor to receive moneys due and to become due under or pursuant to the following, whether now owned or hereafter acquired or arising and wherever located:
Assigned Agreements (a) all of such Grantor’s AccountsCollateral being the “Agreement Collateral”);
(bp) all of such Grantor’s Books;
the following (ccollectively, excluding clauses (viii) all of such Grantor’s Chattel Paper;
and (dix) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;below, the “Intellectual Property Collateral”):
(i) all of such Grantor’s Negotiable Collateralpatents, patent applications, utility models, statutory invention registrations and all inventions claimed or disclosed therein and all improvements thereto (“Patents”);
(jii) all trademarks, trademark applications, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether registered or unregistered (provided that no security interest shall be granted in United States intent-to-use trademark applications prior to the filing of a “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 with respect thereto, to the extent that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such Grantor’s rights intent-to-use application under applicable federal law), together, in respect of Supporting Obligationseach case, with the goodwill symbolized thereby (“Trademarks”);
(kiii) all of such Grantor’s Commercial Tort Claimscopyrights, including, without limitation, copyrights in Computer Software (as defined below), internet websites and the content thereof, whether registered or unregistered (“Copyrights”);
(liv) all of such Grantor’s moneycomputer software, cashprograms and databases (including, cash equivalentswithout limitation, or other assets of each such Grantor that now or hereafter come into the possessionsource code, custodyobject code and all related applications and data files), or control firmware and documentation and materials relating thereto, together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any Secured Partyof the foregoing (“Computer Software”);
(mv) all confidential and proprietary information, including, without limitation, know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information, and all other intellectual, industrial and intangible property of the proceeds any type, including, without limitation, industrial designs and products, whether tangible or intangible, of mask works;
(vi) all registrations and applications for registration for any of the foregoing, including proceeds including, without limitation, those registrations and applications for registration at the U.S. Patent and Trademark Office (the “USPTO”) or the U.S. Copyright Office (the “USCO”) set forth in Schedule III hereto (as such Schedule III may be supplemented from time to time by supplements to this Agreement, each such supplement being substantially in the form of insurance Exhibit C hereto (an “IP Security Agreement Supplement”) executed by such Grantor to the Collateral Agent from time to time), together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;
(vii) all rights in the foregoing corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or Commercial Tort Claims covering or relating pertaining thereto;
(viii) all agreements granting to any Grantor, or all pursuant to which any Grantor grants to any other Person rights in any of the foregoing, and foregoing (“IP Agreements”); and
(ix) any and all Accountsclaims for damages or injunctive relief for past, Bookspresent and future infringement, Chattel Paperdilution, Deposit Accountsmisappropriation, Equipmentviolation, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, misuse or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages;
(q) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any rebates of the Collateral;
(r) all other tangible and intangible personal property of whatever nature whether or refundsnot covered by Article 9 of the UCC; and
(s) all proceeds of, whether for taxes collateral for, income, royalties and other payments now or otherwisehereafter due and payable with respect to, and Supporting Obligations relating to, any and all proceeds of any such the Collateral (including, without limitation, proceeds, or any portion thereof or interest therein, collateral and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction Supporting Obligations that constitute property of the above, whether insured or not insuredtypes described in clauses (a) through (r) of this Section 1), and, to the extent not otherwise included, all payments under insurance covering any Collateral (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.Collateral;
Appears in 2 contracts
Sources: First Lien Security Agreement (ZoomInfo Technologies Inc.), Second Lien Security Agreement (ZoomInfo Technologies Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each the Collateral Agent, for the benefit of the Secured Party Parties, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”, subject to the succeeding paragraph):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s interest with respect to any Deposit AccountsAccount;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s interest with respect to any Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of the Collateral Agent or any Secured Party;; and
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims commercial tort claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoingproperty of the Grantors, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing Collateral (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party the Collateral Agent from time to time with respect to any of the Investment Related Property. Notwithstanding any of the other provisions set forth in this Section 2 to the contrary, the term Collateral and the terms set forth in this Section 2 defining the components of Collateral (and the defined terms which such components directly or indirectly comprise in turn) shall not include, and this Agreement shall not constitute a grant of a security interest in (i) any intent-to-use United States trademark application for which an amendment to allege use or statement of use has not been filed and accepted by the United States Patent and Trademark Office (provided that each such intent-to-use application shall be considered Collateral immediately and automatically upon such filing and acceptance), (ii) any instrument, Investment Related Property (to the extent issued by or pertaining to a Person other than a Grantor or a Subsidiary thereof), contract, license, permit or other General Intangible which by its terms, or under Applicable Law, or (in the case of such Investment Related Property) by the terms of any applicable organizational document or bylaws or similar agreement, cannot be, or requires any consent (which has not been obtained) to be, pledged, transferred or assigned by Grantor, or to the extent that granting a security interest therein without a consent, waiver, or amendment (which has not been obtained) would result in a breach or default under, or give rise to a right by any party to terminate, the instrument, Investment Related Property (or applicable organizational document or bylaws or similar agreement), contract, license, permit or General Intangible (in each case after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law); provided, however, that with respect to any potential Collateral described in this clause (ii) requiring a consent, waiver or amendment prior to the effective grant of a security interest, the affected Grantor shall have used commercially reasonable efforts to obtain such consent, waiver or amendment, (iii) any FCC License or any State PUC License, or assets subject thereto, solely at such times and to the extent that a security interest in such FCC License or such State PUC License is not permitted under Applicable Law, (iv) any Equity Interests of (x) a Person formed under the laws of a jurisdiction other than the United States or any State of the United States or the District of Columbia or (y) a Person that is a “controlled foreign corporation” (or several thereof) as defined in Section 957(a) of the Code (any such Person described in clause (x) or (y), a “Foreign Stock Subsidiary”) in excess of 65% of the outstanding Equity Interests of such Foreign Stock Subsidiary and any Equity Interests of a Subsidiary of any Foreign Stock Subsidiary, (v) any property owned by any Grantor on the date hereof or hereafter acquired that is subject to a Lien securing a purchase money or capital or finance lease obligation permitted to be incurred pursuant to the Credit Agreement and the Indenture if (and in each case only for so long as) the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money, project financing or capital or finance lease obligation) prohibits the creation of any other Lien on such property, except to the extent that the term in such contract or other agreement providing for such prohibition is ineffective under Applicable Law, and (vi) any Equity Interests or other securities of any Subsidiary of a Grantor in excess of the maximum amount of such Equity Interests or securities that could be included in the Collateral without creating a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such Subsidiary to be included in filings by any direct or indirect parent of such Subsidiary with the SEC.
Appears in 2 contracts
Sources: Credit Agreement (Zayo Group LLC), Security Agreement (Zayo Group LLC)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);
(n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor’s Securities Accounts;
(p) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Equity Interests of any CFC, solely to the extent that (y) such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding voting Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent, the other members of the Lender Group, and the Bank Product Providers of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); or (ii) the Equity Interests and Investment Property of any Subsidiary or Portfolio Company of @Ventures, or (iii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (iii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i), (ii) and (iii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); or (iv) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.
Appears in 2 contracts
Sources: Guaranty and Security Agreement, Guaranty and Security Agreement (ModusLink Global Solutions Inc)
Grant of Security. Each As security for payment and performance of the Secured Obligations, such Grantor hereby unconditionally grantsconveys, mortgages, pledges, assigns, transfers, sets over, grants and pledges delivers to each Secured Party the Agent on behalf of the Lenders a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) Grantor's right, title and interest in and to the following property, wherever located, whether now owned or existing or hereafter acquired or arising (hereinafter referred to as the "Collateral"):
(a) all machinery, apparatus, equipment, fittings, fixtures and wherever located other tangible personal property (collectivelyother than Inventory, as hereinafter defined) of every kind and description, and all parts, accessories and special tools and all increases and accessions thereto (hereinafter referred to collectively as the “Collateral”"Equipment");
(b) all inventory of every kind and description, including, but not limited to, (i) all finished goods and all raw materials, work in process, and materials used or consumed in the manufacture or production of finished goods, (ii) all goods in which such Grantor has an interest in mass or a joint or other interest of any kind, and (iii) all goods which are returned to or repossessed by such Grantor, and all accessions and products of all of the foregoing (hereinafter referred to collectively as the "Inventory");
(c) all rights to the payment of money or other forms of consideration (including such rights under contracts whether or not at the time earned by performance), including, without limitation, such Grantor’s rightaccounts, titlecontract rights, chattel paper, instruments, documents, letters of credit,, tax refunds, general intangibles, insurance proceeds and interest other obligations of every kind and description arising out of or in connection with the sale or lease of goods or the rendering of services or otherwise (hereinafter "Receivables") and all rights in and to the following, whether now owned all security agreements. leases and other contracts securing or hereafter acquired or arising and wherever located:
otherwise relating to any such Receivables (a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;hereinafter "Related Contracts"); and
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment products and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control proceeds of any Secured Party;
(m) and all of the proceeds foregoing and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, all payments under insurance (whether or not the Agent on behalf of the Lenders is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing foregoing. Notwithstanding anything herein to the contrary, the Collateral shall not include (i) any agreement with a third party existing on the “Proceeds”). Without limiting date hereof that prohibits the generality grant of a Lien on (but not merely the assignment of or of any interest in) such agreement or any of such Grantor's rights thereunder without the consent of such party or under which a consent to such grant is otherwise required, which consent has not been obtained, except to the extent rights under any such agreement are covered by Section 9-318 of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntaryUCC, and includes proceeds (ii) any license permit or other Governmental Approval that, under the terms and conditions of any indemnity such Governmental Approval or guaranty payable under Applicable Law, cannot be subjected to any Grantor or any Secured Party from time to time with respect to any a Lien in favor of the Investment Related PropertyAgent without the consent of the relevant party which consent has not been obtained; PROVIDED, HOWEVER, that the Collateral shall include all items excluded pursuant to clauses (i) or (ii) from and after the date on which the requisite consent is obtained.
Appears in 2 contracts
Sources: Security Agreement (Burke Industries Inc /Ca/), Security Agreement (Burke Industries Inc /Ca/)
Grant of Security. Each Grantor hereby unconditionally grantspledges and collaterally assigns and transfers to the Collateral Agent, assignsfor the ratable benefit of the Secured Parties, and pledges hereby grants to each the Collateral Agent, for the ratable benefit of the Secured Party Parties, a separate, continuing security interest (eachin and continuing lien on, a “Security Interest” andall of such Grantor’s right, collectivelytitle and interest in, to and under all personal property of such Grantor, including, but not limited to, the “Security Interests”) following, in all assets of such Grantor (other than Real Property) whether each case, wherever located and now owned or at any time hereafter acquired by such Grantor or arising and wherever located in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:):
(ai) all of such Grantor’s Accounts;
(bii) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(diii) all of Collateral Accounts;
(iv) all Commercial Tort Claims described on Schedule 8 (as such Grantor’s schedule may be amended or supplemented by the Borrower from time to time);
(v) all Deposit Accounts;
(evi) all of such Grantor’s Equipment and fixturesDocuments;
(fvii) all of such Grantor’s Equipment (other than Vehicles);
(viii) all General Intangibles;
(gix) all of such Grantor’s Instruments;
(x) all Insurance;
(xi) all Intellectual Property;
(xii) all Inventory;
(hxiii) all of such Grantor’s Investment Related Property, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all Capital Stock or other shares, interests or certificates in respect thereof;
(ixiv) all Letter of such Grantor’s Negotiable CollateralCredit Rights;
(jxv) all of such Grantor’s rights in respect of Supporting ObligationsMoney;
(kxvi) all of such Grantor’s Commercial Tort ClaimsReceivables and Receivables Records;
(lxvii) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartySecurities Accounts;
(mxviii) all Goods and other personal property not otherwise described above;
(xix) all books, records, ledger cards, files, correspondence, customer lists, supplier lists, blueprints, technical specifications, manuals, computer software and related documentation, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and
(xx) to the extent not otherwise included, all other property of such Grantor and all Proceeds, products, accessions, rents and profits of any and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any foregoing and all AccountsCollateral Records, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Collateral Support and Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of Obligations and guarantees given by any of the foregoing, the proceeds of any award in condemnation Person with respect to any of the foregoing, ; provided that the Collateral shall not include any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related PropertyExcluded Assets.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (B&G Foods, Inc.), Guarantee and Collateral Agreement (B&G Foods, Inc.)
Grant of Security. Each (a) As security for the payment or performance, as applicable, in full of the Secured Obligations, each Grantor hereby unconditionally grantsbargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and pledges transfers to each the Administrative Agent (and its successors and assigns), for the ratable benefit of the Secured Party Parties, and hereby grants to the Administrative Agent (and its successors and assigns), for the ratable benefit of the Secured Parties, a separate, continuing security interest (each, a the “Security Interest” and, collectively, the “Security Interests”) in in, all assets personal property and fixtures of such Grantor (other than Real Property) Grantor, including all of such Grantor’s right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, all of which being hereinafter collectively referred to as the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;):
(i) all Accounts,
(ii) all Cash Collateral Accounts, Securities Accounts and all Deposit Accounts, (iii) all Chattel Paper,
(iv) all Commercial Tort Claims listed on Schedule 3.7,
(v) all Documents,
(vi) all Equipment,
(vii) all General Intangibles, (viii) all Goods,
(ix) all Instruments, (x) all Insurance,
(xi) all Intellectual Property,
(xii) all Inventory,
(xiii) all Investment-Related Property, including all Pledged Collateral and all Blocked Accounts,
(xiv) all Letter-of-Credit Rights,
(xv) all Proceeds of Authorizations and, subject to the provisions of Section 1.3(c), all Authorizations and the goodwill associated with all Authorizations,
(xvi) all Receivables and Receivables Records,
(xvii) all other goods and other personal property of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, including all “money” as defined in Article 9 of the UCC,
(xviii) to the extent not otherwise included in clauses (i) through (xvii) of this Section, all Collateral Records, Collateral Support and Supporting Obligations in respect of any of the foregoing,
(xix) to the extent not otherwise included in clauses (i) through (xviii) of this Section, all other property in which a security interest may be granted under the UCC or which may be delivered to and held by the Administrative Agent pursuant to the terms hereof (including proceeds of insurance or Commercial Tort Claims covering or relating the account referred to any or all of the foregoing, and any in Section 3.4(c)(ii) and all Accountsfunds and other property from time to time therein or credited thereto), Booksand
(xx) to the extent not otherwise included in clauses (i) through (xix) of this Section, Chattel Paperall Proceeds, Deposit Accountsproducts, Equipmentsubstitutions, General Intangiblesaccessions, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, rents and profits of or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition in respect of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 2 contracts
Sources: Security Agreement (Virtus Investment Partners, Inc.), Security Agreement (Virtus Investment Partners, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party Agent, for the benefit of the Purchasers, a separate, continuing security interest (each, a herein referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, such including Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s InventoryGoods;
(h) all of such Grantor’s Inventory;
(i) all of Grantor’s Investment Related Property;
(ij) all of such Grantor’s Negotiable Collateral;
(jk) all of such Grantor’s rights in respect of Supporting Obligations;
(kl) all of such Grantor’s Commercial Tort Claims;
(lm) all of such Grantor’s money, cash, cash equivalents, money or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent or any Secured PartyPurchaser;
(mn) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.
Appears in 2 contracts
Sources: Securities Purchase Agreement (RXi Pharmaceuticals Corp), Security Agreement (Ap Pharma Inc /De/)
Grant of Security. Each Grantor hereby unconditionally grantsgrants to the Administrative Agent, assignsfor the ratable benefit of the Secured Parties, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in and to the followingfollowing property, in each case, as to each type of property described below, whether now owned or hereafter acquired or arising and by such Grantor, wherever located:, and whether now or hereafter existing or arising, subject to the proviso at the end of this Section 1 (collectively, the "Collateral"):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Bookscash and Cash Equivalents;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims (including, without limitation, the Commercial Tort Claims set forth on Schedule III hereto);
(e) the Cash Collateral Account, and all of such Grantor’s Equipment and fixturescash deposited therein from time to time;
(f) all of such Grantor’s General IntangiblesDocuments;
(g) all of such Grantor’s InventoryEquipment;
(h) all of such Grantor’s Investment Related PropertyFarm Products;
(i) all of such Grantor’s Negotiable CollateralFixtures;
(j) all of such Grantor’s rights in respect of Supporting ObligationsGeneral Intangibles;
(k) all of such Grantor’s Commercial Tort ClaimsGoods;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyInstruments;
(m) all Inventory;
(n) all Letter-of-Credit Rights;
(o) the following (the "Security Collateral"):
(i) all indebtedness evidenced by promissory notes or other instruments from time to time owed to such Grantor (the "Pledged Debt"), and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the proceeds Pledged Debt;
(ii) all Equity Interests from time to time acquired, owned or held by such Grantor in any manner (the "Pledged Equity"), including, without limitation, the Equity Interests held by each Grantor set forth opposite such Grantor's name on and productsotherwise described on Schedule II, and the certificates, if any, representing any such Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Equity Interests; provided that no Grantor shall be required to pledge, and the terms "Pledged Equity" and "Security Collateral" used in this Agreement shall not include, any Equity Interests in any Foreign Subsidiary acquired, owned or otherwise held by such Grantor which, when aggregated with all of the other shares of stock in such Foreign Subsidiary pledged by the Grantors, would result in more than 65% of the shares of stock in such Foreign Subsidiary entitled to vote (within the meaning of Treasury Regulation Section 1.956 2(c)(2) promulgated under the Code) (the "Voting Foreign Stock") being pledged to the Administrative Agent, on behalf of the Secured Parties under this Agreement, except to the extent such Equity Interests are required to be pledged hereunder pursuant to Section 6.12(a) of the Credit Agreement; provided further that all of the shares of stock or units or other Equity Interests in such Foreign Subsidiary not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Code) (the "Non-Voting Foreign Stock") shall be pledged by such Grantor; and
(iii) all other Investment Property and all Financial Assets, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange therefor and all subscription warrants, rights or options issued thereon or with respect thereto;
(p) all contracts and agreements between any Grantor and one or more additional parties (including, without limitation, any Refco Swap Contracts, licensing agreements and any partnership agreements, joint venture agreements, limited liability company agreements) and the IP Agreements (as hereinafter defined), in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the "Assigned Agreements"), including, without limitation, all rights of such Grantor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (all such Collateral being the "Agreement Collateral"); provided that such Grantor shall not be required to grant a security interest in and a lien on, and the terms "Assigned Agreements" and "Agreement Collateral" shall not include, those contracts, instruments, licenses or other documents described in clause (C) of the proviso to this Section 1;
(q) the following (collectively, the "Intellectual Property Collateral"):
(i) all patents, patent applications, utility models and statutory invention registrations, all inventions claimed or disclosed therein and all improvements thereto ("Patents");
(ii) all trademarks, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether tangible registered or intangibleunregistered (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together, in each case, with the goodwill symbolized thereby ("Trademarks");
(iii) all copyrights whether registered or unregistered ("Copyrights"), including, without limitation, copyrights in Computer Software (as hereinafter defined), internet web sites and the content thereof;
(iv) all computer software, programs and databases (including, without limitation, source code, object code and all related applications and data files), firmware and documentation and materials relating thereto, together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any of the foregoing ("Computer Software");
(v) all confidential and proprietary information, including, without limitation, confidential and proprietary know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (collectively, "Trade Secrets"), and all other intellectual, industrial and intangible property of any type, including, without limitation, industrial designs and mask works;
(vi) all registrations and applications for registration for any of the foregoing, including proceeds including, without limitation, those registrations and applications for registration set forth on Schedule V, hereto, together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;
(vii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of insurance any kind whatsoever of such Grantor accruing thereunder or Commercial Tort Claims covering or pertaining thereto;
(viii) all agreements, permits, consents, orders and franchises relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchangedevelopment, collection, use or other disposition disclosure of any of the foregoingforegoing to which such Grantor, the proceeds of now or hereafter, is a party or a beneficiary ("IP Agreements"); and
(ix) any award in condemnation and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages;
(r) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any rebates of the Collateral;
(s) all other tangible and intangible personal property of whatever nature whether or refundsnot covered by Article 9 of the UCC; and
(t) all Proceeds of, whether for taxes collateral for, income, royalties and other payments now or otherwisehereafter due and payable with respect to, and all proceeds of Supporting Obligations relating to, any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, Collateral and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative Agent is the loss payee thereof or an additional insured thereunder, as applicable), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing Collateral; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) motor vehicles the “Proceeds”). Without limiting perfection of a security interest in which is excluded from the generality UCC in the relevant jurisdiction, (B) any Letter-of-Credit Rights to the extent any Grantor is required by applicable law to apply the Proceeds of such Letter-of-Credit Rights for a specified purpose, (C) any General Intangible, Investment Property or other rights of a Grantor arising under any contract, instrument, license or other document if (but only to the foregoingextent that) the grant of a security interest therein would constitute a violation of a valid and enforceable restriction in respect of such General Intangible, Investment Property or other rights in favor of a third party or under any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall have been obtained (for the avoidance of doubt, the term “Proceeds” includes whatever restrictions described herein are not negative pledges or similar undertakings in favor of a lender or other financial counterparty); provided that the limitation set forth in this clause (C) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is receivable or received when Investment Related Property or proceeds are soldrendered ineffective by the UCC, exchanged(D) any Deposit Accounts of a Grantor, collected(E) any Securities Accounts of a Grantor, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds (F) any leasehold interest of any indemnity or guaranty payable Grantor in any real property and (G) property subject to any Grantor Lien permitted by the Credit Agreement and securing the Customer Financings or any Secured Party from time customer accounts that are subject to time a negative pledge entered into in connection with a Customer Financing. Each Grantor shall, if requested to do so by the Administrative Agent, use commercially reasonable efforts to obtain any required consent described in clause (C) that is reasonably obtainable with respect to Collateral which the Administrative Agent reasonably determines to be material. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, the "Collateral" shall not include at any time any right, title or interest of any Regulated Subsidiary in or to any property or asset now owned or hereafter acquired by such Regulated Subsidiary, except to the extent required to be pledged hereunder pursuant to Section 6.12(a) of the Investment Related PropertyCredit Agreement; it being understood that the Equity Interests of any Regulated Subsidiary that are held directly by Holdings, the Borrower or any Restricted Subsidiary that is not a Foreign Subsidiary or a Regulated Subsidiary shall constitute "Collateral" hereunder, subject to the proviso set forth in clause (o)(ii) of this Section 1.
Appears in 2 contracts
Sources: Security Agreement (Refco Information Services, LLC), Security Agreement (Refco Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(il) all of such Grantor’s Intellectual Property and, to the extent assignable, Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral;
(jn) all of such Grantor’s rights in respect Pledged Interests (including all of Supporting Obligationssuch Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(ko) all of such Grantor’s Commercial Tort ClaimsSecurities Accounts;
(lp) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.
Appears in 2 contracts
Sources: Guaranty and Security Agreement (Q2 Holdings, Inc.), Guaranty and Security Agreement (Q2 Holdings, Inc.)
Grant of Security. Each The Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party the Collateral Agent a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all personal property assets of such the Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such the Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such the Grantor’s Accounts;
(b) all of such the Grantor’s Books;
(c) all of such the Grantor’s Chattel Paper;
(d) all of such the Grantor’s Deposit Accounts;
(e) all of such the Grantor’s Equipment and fixtures;
(f) all of such the Grantor’s General Intangibles;
(g) all of such the Grantor’s InventoryIntellectual Property;
(h) all of such the Grantor’s Inventory;
(i) all of the Grantor’s Investment Related Property;
(ij) all of such the Grantor’s Negotiable Collateral;
(jk) all of such the Grantor’s rights in respect of Supporting Obligations;
(kl) all of such the Grantor’s Commercial Tort Claims;
(lm) all of such the Grantor’s money, cash, cash equivalents, or other assets of each such the Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) ; and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Intellectual Property, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any the Grantor or any Secured Party from time to time with respect to any of the Investment Related Property. Notwithstanding the foregoing, the Collateral shall not include (i) the Stock of any first-tier Foreign Subsidiary in excess of 65% of the aggregate outstanding voting Stock of such first-tier Foreign Subsidiary or (ii) any Stock of any Foreign Subsidiary that is not a first-tier Foreign Subsidiary.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Atomera Inc), Security Agreement (Atomera Inc)
Grant of Security. (a) Each Grantor hereby unconditionally grants, assigns, assigns and pledges to each Secured Party Agent, for the benefit of itself and the ratable benefit of the Holders, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(ai) all of such Grantor’s Accounts;
(bii) all of such Grantor’s Books;
(ciii) all of such Grantor’s Chattel Paper;
(div) all of such Grantor’s interest with respect to any Deposit AccountsAccount;
(ev) all of such Grantor’s Equipment and fixtures;
(fvi) all of such Grantor’s General Intangibles;
(gvii) all of such Grantor’s Inventory;
(hviii) all of such Grantor’s Investment Related Property;
(iix) all of such Grantor’s Negotiable Collateral;
(jx) all of such Grantor’s rights in respect of Supporting Obligations;
(kxi) all of such Grantor’s interest with respect to any Commercial Tort Claims;
(lxii) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyAgent (or its agent or designee);
(mxiii) all of such Grantor’s Hydrocarbons and Hydrocarbon Interests;
(xiv) all of such Grantor’s Oil and Gas Properties; and
(xv) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims commercial tort claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoingproperty of Grantors, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty Guarantee payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty Guarantee payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything herein to the contrary, the term “Collateral” shall not include, and no Grantor is pledging, nor granting a security interest hereunder in, any of such Grantor’s right, title or interest in (A) any license, contract or agreement to which such Grantor is a party as of the date hereof or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the express terms of such license, contract or agreement on the date hereof result in a breach of the terms of, or constitute a default under, such license, contract or agreement (other than to the extent that any such term (i) has been waived or (ii) would be rendered ineffective pursuant to Sections 9-406, 9-408, 9-409 of the Code or other applicable provisions of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that (x) immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such right, title and interest as if such provision had never been in effect and (y) the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect Agent’s unconditional continuing security interest in and liens upon any rights or interest of a Grantor in or to the proceeds of, or any monies due or to become due under, any such license, contract or agreement or (B) all intent-to-use United States trademark applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively, or if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office, provided that, upon such filing and acceptance, such intent-to-use applications shall be included in the definition of Collateral. Notwithstanding anything herein to the contrary, the term “Collateral” shall not include (A) in the case of a first tier foreign Subsidiary, more than 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (i) would not reasonably be expected to cause the undistributed earnings of such foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such foreign Subsidiary’s United States parent and (ii) would not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding shares of Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (it being understood and agreed that the Collateral shall include 100% of the issued and outstanding shares of Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) or other equity interest of such foreign Subsidiary) or (B) in the case of all other foreign Subsidiaries, any of the issued and outstanding shares of Stock. The Grantors agree that the pledge of the shares of Stock of any Subsidiary of a Grantor that is a foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantors in favor of Agent, which pledge agreements will provide for the pledge of such shares of Stock in accordance with the laws of the applicable foreign jurisdiction subject to the limitations set forth above regarding the pledge of Stock securing the payment and performance of the Secured Obligations of such Grantor. With respect to such shares of Stock, Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Stock.
Appears in 2 contracts
Sources: Security Agreement (Baseline Oil & Gas Corp.), Security Agreement (Baseline Oil & Gas Corp.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);
(n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor’s Securities Accounts;
(p) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include the following (collectively, the “Excluded Collateral”):
(i) solely as it relates to the obligations set forth in clauses (A), (B) and (D) in the definition of Secured Obligations, voting Equity Interests constituting more than 65% of the total outstanding voting Equity Interests of any CFC; or
(ii) Equity Interest in a Foreign Subsidiary to the extent that the pledge of such Equity Interest would result in a violation of applicable law in the jurisdiction in which such Foreign Subsidiary is organized; or
(iii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests) unless, in each case, such proceeds otherwise constitute Excluded Collateral; or
(iv) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; or
(v) any Equipment of a Grantor that is subject to a perfected Lien that constitutes a Permitted Lien under clause (d), (e) or (f) of such definition if and for so long as the grant of a security interest therein to Agent in such Equipment shall constitute or result in a breach or termination pursuant to the terms of, or a default under, the agreement entered into in connection with such Permitted Lien on such Equipment; provided however that a security interest in favor of Agent, for the benefit of each member of the Lender Group and each Bank Product Provider, shall attach immediately at such time as the term restricting the attachment of a security interest in such Equipment is no longer operative or the attachment of a security interest in such Equipment would not constitute or result in a breach or termination pursuant to the terms of, or a default under, such agreement; or
(vi) the contracts set forth on Schedule 11 which are to be assigned by the US Borrower to CRGT, Inc., a Maryland corporation (“Federal Division Buyer”) pursuant to that certain Asset Purchase Agreement dated as of January 21, 2012 among Federal Division Buyer and US Borrower. Notwithstanding anything to the contrary herein, the Grantors make no representations or warranties hereunder, and the covenants hereunder shall not apply, in respect of Excluded Collateral.
Appears in 2 contracts
Sources: Guaranty and Security Agreement, Guaranty and Security Agreement (Ciber Inc)
Grant of Security. Each The Grantor hereby unconditionally grants(x) confirms the assignments, assignspledges and grants that it previously made to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties pursuant to the Existing Security Agreement and (y) not in limitation of such assignments, pledges and grants but as a supplement thereto, assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Party Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter existing or acquired or arising and wherever located:by the Grantor (the "Collateral"):
(a) all equipment in all of such its forms of the Grantor’s Accounts, wherever located, including all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related thereto (any and all of the foregoing being the "Equipment");
(b) all inventory in all of its forms of the Grantor, wherever located, including
(i) all raw materials and work in process therefor, finished goods thereof, and materials used or consumed in the manufacture or production thereof,
(ii) all goods in which the Grantor has an interest in mass or a joint or other interest or right of any kind (including goods in which the Grantor has an interest or right as consignee), and
(iii) all goods which are returned to or repossessed by the Grantor, and all accessions thereto, products thereof and documents therefor (any and all such Grantor’s Booksinventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (including tax refunds) of the Grantor, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights of the Grantor now or hereafter existing in and to all security agreements, guaranties, leases and other contracts securing or otherwise relating to any such Grantor’s Chattel Paperaccounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles being the "Receivables" (provided, however, that Receivables shall not include Prescription Receivables sold to Pharmacy Fund pursuant to the Rapid Remit Program), and any and all such security agreements, guaranties, leases and other contracts being the "Related Contracts") (provided, however, that Related Contracts shall not include the Rapid Remit Program Documents);
(d) all Intellectual Property Collateral of such the Grantor’s Deposit Accounts;
(e) all books, records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of such Grantor’s Equipment and fixturesthe foregoing in this Section 2.1;
(f) all of such the Grantor’s General Intangibles;'s other property and rights of every kind and description and interests therein; and
(g) all products, offspring, rents, issues, profits, returns, income and proceeds of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of and from any Secured Party;
(m) and all of the foregoing Collateral (including proceeds and products, whether tangible or intangible, of any which constitute property of the foregoingtypes described in clauses (a), including (b), (c), (d), (e) and (f), proceeds of insurance or Commercial Tort Claims covering or relating deposited from time to time in the Collateral Account and in any or all lock boxes of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insuredGrantor, and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”Collateral). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 2 contracts
Sources: Borrower Security Agreement (Dri I Inc), Borrower Security Agreement (Dri I Inc)
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to each Collateral Agent, for the benefit of the Secured Party Parties, to secure the Secured Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(il) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral;
(jn) all of such Grantor’s rights in respect Pledged Interests (including all of Supporting Obligationssuch Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(ko) all of such Grantor’s Commercial Tort ClaimsSecurities Accounts;
(lp) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of the Collateral Agent (or its agent or designee) or any other Secured Party; and
(r) all of such Grantor’s rights in, to or under, or relating to, any FCC License;
(ms) all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Farm Products, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, FCC Licenses, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Collateral Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include the following (collectively, the “Excluded Property”):
(a) any rights or interest in any lease, contract, license or license agreement covering personal property or real property of the Issuer or any Grantor (other than FCC Licenses, which are covered by clause (b) below), so long as under the terms of such lease, contract, license or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein to the Collateral Agent is prohibited (or would render such lease, contract, license or license agreement cancelled, invalid or unenforceable) and such prohibition has not been or is not waived or the consent of the other party to such lease, contract, license or license agreement has not been or is not otherwise obtained; provided that this exclusion shall in no way be construed to apply if any such prohibition is unenforceable under the Code or other applicable law or so as to limit, impair or otherwise affect the Collateral Agent’s unconditional continuing security interests in and liens upon any rights or interests of the Issuer or Grantors in or to any proceeds from or monies due or to become due to the Issuer or any Grantor under any such lease, contract, license or license agreement (including any receivables);
(b) any FCC Licenses to the extent (but only to the extent) that at such time the Collateral Agent may not validly possess a security interest directly in the FCC Licenses pursuant to the Communications Act of 1934, as amended, and the rules and regulations promulgated thereunder, as in effect at such time; provided that this exclusion shall in no way be construed to apply if any such prohibition is unenforceable under other applicable law or so as to limit, impair or otherwise affect the Collateral Agent’s unconditional continuing security interests in and liens upon the economic value of the FCC Licenses, all rights incident or appurtenant to the FCC Licenses and the right to receive all monies, consideration, receivables and proceeds derived from or in connection with the sale, assignment or transfer of the FCC Licenses;
(c) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law; provided, that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral;
(d) assets owned by the Issuer or any Grantor on the Issue Date or thereafter acquired and any proceeds thereof that are subject to a Lien securing a purchase money obligation or Capital Lease Obligation permitted to be incurred pursuant to the provisions of the Indenture to the extent and for so long as the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money obligation or Capital Lease Obligation) validly prohibits the creation of any other Lien on such assets and proceeds; provided that this exclusion shall in no way be construed to apply if any such prohibition is unenforceable under the Code or other applicable law;
(e) any property of a person existing at the time such person is acquired or merged with or into or consolidated with the Issuer or any Grantor that is subject to a Permitted Lien not created in anticipation or contemplation of such acquisition to the extent and for so long as the contract or other agreement in which such Lien is granted validly prohibits the creation of any other Lien on such property; provided that this exclusion shall in no way be construed to apply if any such prohibition is unenforceable under the Code or other applicable law or so as to limit, impair or otherwise affect the Collateral Agent’s unconditional continuing security interests in and liens upon any rights or interests of the Issuer or Grantors in or to any proceeds from or monies due or to become due to the Issuer or any Grantor under any such property (including any receivables arising from the use of such property, but excluding any proceeds from any disposition of such property to the extent such Permitted Lien extends thereto and to the extent and for so long as the contract or other agreement in which such Lien is granted validly prohibits the creation of any other Lien on such proceeds);
(f) any shares entitled to vote (within the meaning of Treasury Regulation Section 1.956-2) of any direct or indirect Subsidiary of the Issuer that is a “controlled foreign corporation” in excess of sixty-six (66%) percent of all of the issued and outstanding Capital Interests in such Subsidiary;
(g) any (i) individual parcel of leased real property or (ii) individual parcel of owned real property of the Issuer or any Grantor having a fair market value, as determined by the Issuer in good faith, of less than $2,000,000; and
(h) any Capital Interests (other than any Capital Interests of a wholly owned Subsidiary of the Issuer or any Grantor) to the extent such grant of a security interest is prohibited by a joint venture, shareholder or similar agreement entered into in connection with the acquisition of such Capital Interests so long as such agreement is entered into for valid business reasons.
Appears in 2 contracts
Sources: Security Agreement (Salem Media Group, Inc. /De/), Security Agreement (Salem Media Group, Inc. /De/)
Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns (except in the case of ULC Shares), and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to all of such Grantor’s present and after-acquired personal property, including, without limitation, the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);
(n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor’s Securities Accounts;
(p) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Equity Interests of any CFC, solely to the extent that (y) such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding voting Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Administrative Borrower) in relation to the benefits to Agent, the other members of the Lender Group, and the Bank Product Providers of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); or (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; (iv) any consumer goods (as defined in the PPSA) of Select Agendas; or (v) the last day of any real property lease, or any agreement to lease to which Select Agendas is now or becomes a party as lessee, provided that any such last day shall be held in trust by Select Agendas for Agent and, on the exercise by Agent of its rights and remedies hereunder, shall be assigned by Select Agendas as directed by Agent. Notwithstanding the foregoing, Agent shall only have a security in, and not a present assignment of, any Canadian trademarks or ULC Shares forming part of the Collateral.
Appears in 2 contracts
Sources: Guaranty and Security Agreement (School Specialty Inc), Guaranty and Security Agreement (School Specialty Inc)
Grant of Security. (a) Each Grantor hereby unconditionally grantsgrants to the Collateral Agent, assignsfor the benefit of the Secured Parties, and pledges to each secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) Grantor’s right, title, and interest in and to all of the following tangible and intangible property whatsoever of such Grantor, in each case, whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:):
(ai) all of such Grantor’s Accounts;
(bii) all of such Grantor’s BooksBooks and Records;
(ciii) all of such Grantor’s Chattel Paper (including Electronic Chattel Paper);
(div) all of such Grantor’s Deposit Accounts, Securities Accounts and Commodities Accounts;
(ev) all of such Grantor’s Goods, Equipment and fixturesFixtures;
(fvi) all of such Grantor’s General Intangibles;
(gvii) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(viii) all of such Grantor’s Documents;
(ix) all of such Grantor’s Inventory;
(hx) all of such Grantor▇▇▇▇▇▇▇’s Investment Related Property;
(ixi) all of such Grantor’s Negotiable Collateral;
(jxii) all of such Grantor’s rights in respect of Supporting Obligations;
(kxiii) all of such Grantor’s Commercial Tort Claims;
(lxiv) all of such ▇▇▇▇▇▇▇’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(xv) all of such Grantor’s money, cash, money or cash equivalents, equivalents or other assets of each such Grantor that now or hereafter come into existence, whether or not in the possession, custody, or control of the Collateral Agent (or its agent or designee) or any other Secured Party;; and
(mxvi) all of the proceeds Proceeds, accessions, rents, profits and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Commodities Accounts, Deposit Accounts, Securities Accounts, Equipment, Fixtures, General Intangibles, Goods, Intellectual Property, Intellectual Property Licenses, Inventory, Pledged Interests, Investment Related Property, Negotiable Collateral, Supporting Obligations, Vehicles, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Collateral Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement or any other Note Document to the contrary, (a) the term “Collateral” (and all terms defining the components of Collateral) shall not include any Excluded Property and no Liens granted hereunder shall attach to any Excluded Property unless and until such asset or property ceases to be Excluded Property, (b) no representation, warranty or covenant contained herein or in any other Note Document shall apply to Excluded Property, (c) other than as expressly required in this Agreement or the other Note Documents, no Grantor or any other Person shall be required to take any action intended to cause any Excluded Property to constitute Collateral, and (d) no Grantor or any other Person shall be required to take any action or enter into any agreement in contravention of the Collateral Requirement and all obligations herein shall be read and interpreted in a manner consistent with Applicable Insurance Laws and the limitations contained in Section 17.08 (Limitation on Remedies) and Section 19.17 (Insurance Laws) of the Indenture.
Appears in 2 contracts
Sources: Security and Pledge Agreement (Porch Group, Inc.), Subscription Agreement (Porch Group, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party Party, a separate, continuing security interest (each, a herein referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any the Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Sources: Intercreditor Agreement (Bell Industries Inc /New/)
Grant of Security. Each Foreign Grantor hereby unconditionally grantsgrants to the Foreign Administrative Agent, assignsfor the ratable benefit of the Foreign Secured Parties, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Foreign Grantor’s right, title, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Foreign Grantor, wherever located, and whether now or hereafter existing or arising and wherever located:(collectively, the “Collateral”):
(a) all of “equipment” as defined in the UCC (any and all such Grantor’s Accountsproperty being the “Equipment”);
(b) all of “inventory” as defined in the UCC (any and all such Grantor’s Booksproperty being the “Inventory”);
(c) all of “general intangibles” as defined in the UCC (any and all such Grantor’s Chattel Paperproperty being the “General Intangibles”);
(d) all of “goods” as defined in the UCC (any and all such Grantor’s Deposit Accountsproperty being the “Goods”);
(e) all “accounts” as defined in the UCC (any and all such accounts and other obligations, to the extent not referred to in clause (d), (e) or (f) below, being the “Receivables,” and any and all such supporting obligations, security agreements, mortgages, Liens, leases, letters of such Grantor’s Equipment credit and fixturesother contracts being the “Related Contracts”);
(f) the following (the “Security Collateral”):
(i) the Initial Pledged Equity and the certificates, if any, representing the Initial Pledged Equity, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Equity and all warrants, rights or options issued thereon or with respect thereto;
(ii) the Initial Pledged Debt and the instruments, if any, evidencing the Initial Pledged Debt, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Debt;
(iii) all additional shares of stock and other Equity Interests from time to time acquired by such Foreign Grantor in any manner (such shares and other Equity Interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any, representing such additional shares or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Grantor’s General Intangiblesshares or other Equity Interests and all warrants, rights or options issued thereon or with respect thereto;
(iv) all additional indebtedness from time to time owed to such Foreign Grantor (such indebtedness, together with the Initial Pledged Debt, being the “Pledged Debt”) and the instruments, if any, evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness;
(v) the Securities Accounts, all security entitlements with respect to all financial assets from time to time credited to the Securities Accounts, and all financial assets, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such security entitlements or financial assets and all warrants, rights or options issued thereon or with respect thereto; and
(vi) all other investment property (including, without limitation, all (A) securities, whether certificated or uncertificated, (B) security entitlements, (C) securities accounts, (D) commodity contracts and (E) commodity accounts) in which such Foreign Grantor has now, or acquires from time to time hereafter, any right, title or interest in any manner, and the certificates or instruments, if any, representing or evidencing such investment property, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such investment property and all warrants, rights or options issued thereon or with respect thereto;
(g) all of such Grantor’s Inventory;
the following (h) all of such Grantor’s Investment Related Property;collectively, the “Account Collateral”):
(i) all of such Grantor’s Negotiable Collateraldeposit accounts (including the Initial Pledged Deposit Accounts) (the “Pledged Deposit Accounts”, it being understood that the Pledged Deposit Accounts shall not include the Excluded Accounts (as defined below)), and all funds and financial assets from time to time credited thereto (including, without limitation, all Cash Equivalents), and all certificates and instruments, if any, from time to time representing or evidencing the Pledged Deposit Accounts;
(jii) all promissory notes, certificates of deposit, checks and other instruments from time to time delivered to or otherwise possessed by the Foreign Administrative Agent, US Administrative Agent or the Term Facility Agent for or on behalf of such Grantor’s rights Foreign Grantor in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, substitution for or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating in addition to any or all of the foregoingthen existing Account Collateral; and
(iii) all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Account Collateral;
(h) the following (collectively, the “Intellectual Property Collateral”):
(i) all patents, patent applications, utility models and statutory invention registrations, together with all inventions claimed or disclosed therein and all improvements thereto (“Patents”);
(ii) all trademarks, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, fictitious business names, corporate names, certification marks, collective marks and other source identifiers, whether registered or unregistered (provided that no security interest shall be granted in any United States intent-to-use trademark application for registration of a trademark filed pursuant to Section 1(b) of the L▇▇▇▇▇ Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the L▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the L▇▇▇▇▇ Act with respect thereto, solely 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, or result in the voiding, of such application or any registration that issues from such application under applicable federal law), together, in each case, with the goodwill symbolized thereby (“Trademarks”);
(iii) all copyrights (whether or not the underlying works of authorship have been published), including, without limitation, copyrights in Computer Software (as hereinafter defined), internet web sites and the content thereof, whether registered or unregistered (“Copyrights”);
(iv) all computer software, programs and databases (including, without limitation, source code, object code and all related applications and data files), firmware and documentation and materials relating thereto, together with any and all Accountsmaintenance rights, Booksservice rights, Chattel Paperprogramming rights, Deposit Accountshosting rights, Equipmenttest rights, General Intangiblesimprovement rights, Inventoryrenewal rights and indemnification rights and any substitutions, Investment Related Propertyreplacements, Negotiable Collateralimprovements, Supporting Obligationserror corrections, moneyupdates and new versions of any of the foregoing (“Computer Software”);
(v) all confidential and proprietary information, or including, without limitation, know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (collectively, “Trade Secrets”), and all other tangible or intellectual, industrial and intangible property resulting from of any type, including, without limitation, industrial designs and mask works;
(vi) all registrations and applications for registration for any of the saleforegoing, leaseincluding, without limitation, those registrations and applications for registration set forth in Schedule IV hereto, together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;
(vii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Foreign Grantor accruing thereunder or pertaining thereto;
(viii) all agreements, permits, consents, orders and franchises relating to the license, exchangedevelopment, collectionuse or disclosure of any of the foregoing to which such Foreign Grantor, now or other disposition hereafter, is a party or a beneficiary, including, without limitation, the agreements set forth in Schedule IV hereto (“IP Agreements”);
(ix) all tangible embodiments of any of the foregoing; and
(x) any and all claims for damages and injunctive relief for past, the proceeds of any award in condemnation present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to s▇▇ for and collect, or otherwise recover, such damages;
(i) the commercial tort claims described in Schedule V hereto (together with any rebates commercial tort claims as to which the Foreign Grantors have complied with the requirements of Section 17, the “Commercial Tort Claims Collateral”);
(j) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Foreign Grantor pertaining to any of the Collateral; and
(k) all proceeds of, collateral for, income, royalties and other payments now or refunds, whether for taxes or otherwisehereafter due and payable with respect to, and supporting obligations relating to, any and all proceeds of any such the Collateral (including, without limitation, proceeds, or any portion thereof or interest therein, collateral and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction supporting obligations that constitute property of the above, whether insured or not insured, types described in clauses (a) through (j) of this Section 1) and, to the extent not otherwise included, all (A) payments under insurance (whether or not the Foreign Administrative Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing Collateral, and (B) cash; provided that:
(1) the Collateral shall not include any rights or interests of a Foreign Grantor in any joint venture if, and to the extent that, under applicable law or the terms of the applicable contract with respect thereto, the valid grant of a security interest or other Lien therein hereunder is prohibited and such prohibition has not been or is not waived, or the consent of each other party to such contract has not been or is not otherwise obtained, or under applicable law such prohibition cannot be waived, provided that the foregoing exclusion under this clause (1) shall in no way be construed (i) to apply if any such prohibition is ineffective or unenforceable under the UCC (including Sections 9-406, 9-407, 9-408 or 9-409) or any other applicable law or (ii) so as to limit, impair or otherwise affect the Foreign Administrative Agent’s unconditional continuing security interest in and Lien upon any rights or interests of any Foreign Grantor in or to monies due or to become due under any such contract; provided further that, if, as a result of any change in applicable law or the terms of the applicable contract with respect thereto or in any other circumstance, the grant of such a security interest or other Lien is no longer so prohibited, then this clause (1) shall, immediately upon the change in such laws or circumstance, no longer exclude such rights or interests from the Collateral;
(2) solely to the extent and only for so long as the pledge by any Foreign Grantor of more than 65% of the Voting Foreign Stock in a CFC under this Agreement to the Foreign Administrative Agent on behalf of the Foreign Secured Parties would result in material adverse tax consequences to the Company, the Collateral shall not include any Equity Interests in any CFC (or any Equity Interests in any entity that is treated as a partnership or a disregarded entity for United States federal income tax purposes and in each case whose assets are solely Equity Interests in CFCs (a “Flow-Through Entity”) that own, directly or indirectly through one or more other Flow-Through Entities, Equity Interests in any CFCs) owned or otherwise held by such Foreign Grantor which, when aggregated with all of the other Equity Interests in such CFC (or Flow-Through Entity) pledged by any Foreign Grantor, would result (or would be deemed to result for United States federal income tax purposes) in more than 65% of the total combined voting power of all classes of stock in a CFC entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Internal Revenue Code) (the “ProceedsVoting Foreign Stock”). Without limiting ) (on a fully diluted basis) being pledged to the generality Foreign Administrative Agent, on behalf of the foregoingForeign Secured Parties, under this Agreement (provided that all of the shares of stock in a Foreign Subsidiary not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Internal Revenue Code) (the “Non-Voting Foreign Stock”) shall be Collateral pledged by each of the Foreign Grantors that owns or otherwise holds any such Non-Voting Foreign Stock therein); provided further that, if, as a result of any change in the tax laws of the United States of America after the date of this Agreement or in any other circumstance, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether pledge by such disposition is voluntary or involuntary, and includes proceeds Foreign Grantor of any indemnity or guaranty payable additional shares of stock in any such Foreign Subsidiary to any Grantor or any Secured Party from time to time with respect to any the Foreign Administrative Agent, on behalf of the Investment Related Property.Foreign Secured Parties, under this Agreement would not result in material adverse tax consequences to the Company, then this clause (2) shall, immediately upon the change in such laws or circumstance, no longer exclude such additional shares of stock from the Collateral;
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grantspledges (where applicable) and hereby grants to the Administrative Agent, assignsfor the ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title and pledges interest in and to the following property, in each case, as to each Secured Party a separatetype of property described below, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising and wherever located (collectively, the “Collateral”):
(a) all Accounts;
(b) all cash and Cash Equivalents;
(c) all Chattel Paper;
(d) all Commercial Tort Claims (including, without limitation, the Commercial Tort Claims set forth on Schedule V hereto);
(e) all Deposit Accounts;
(f) all Documents;
(g) all Equipment;
(h) all Farm Products;
(i) all Fixtures;
(j) all General Intangibles;
(k) all Goods;
(l) all Instruments;
(m) all Inventory;
(n) all Letter-of-Credit Rights;
(o) the following (the “Security Collateral”):
(i) all indebtedness evidenced by promissory notes or other instruments from time to time owed to such Grantor (the “Pledged Debt”) including, without limitation, the instruments set forth on Schedule III hereto, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt;
(ii) all Equity Interests in Subsidiaries of Holdings from time to time acquired, owned or held by such Grantor in any manner (the “Pledged Equity”), including, without limitation, the Equity Interests in Subsidiaries of Holdings held by each Grantor set forth opposite such Grantor’s right, titlename on and otherwise described on Schedule II, and interest in the certificates, if any, representing such Equity Interests or such additional shares or units or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to the followingtime received, whether now owned receivable or hereafter acquired or arising and wherever located:
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights otherwise distributed in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to in exchange for any or all of the foregoing, and any such shares or other Equity Interests and all Accountssubscription warrants, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, rights or other tangible options issued thereon or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect thereto; provided that no Grantor shall be required to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest thereinpledge, and the proceeds thereofterms “Pledged Equity” and “Security Collateral” used in this Agreement shall not include, and any (A) Equity Interests which are direct assets owned by any Foreign Subsidiary, (B) Equity Interests in any Foreign Subsidiary held of record by such Grantor which, when aggregated with all proceeds of any loss of, damage to, or destruction of the aboveother Equity Interests in such Foreign Subsidiary pledged by the Grantors, whether insured would result, directly or not insuredindirectly, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any in more than 65% of the foregoing Equity Interests in such Foreign Subsidiary entitled to vote (within the meaning of Treasury Regulation Section 1.956 2(c)(2) promulgated under the Code) (the “ProceedsVoting Foreign Stock”). Without limiting ) being pledged to the generality Administrative Agent, on behalf of the foregoing, Secured Parties under this Agreement; provided further that all of the term shares of stock or units or other Equity Interests in such Foreign Subsidiary not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Code) (the “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether Non-Voting Foreign Stock”) shall be pledged by such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or (C) Equity Interests in any Secured Party from time to time with respect to any Foreign Subsidiary the assets of which constituted less than 2.5% of Consolidated Assets and the revenues of which contributed less than 2.5% of Consolidated Revenues, in each case based on the most recently delivered financial statements under Section 6.01(a) or (b) of the Investment Related Property.Credit Agreement (provided¸ further, however, that the Foreign Subsidiaries the pledge of the Equity Interests in which is excluded pursuant to this clause (C) shall not in any event constitute more than 5% of Consolidated Assets or represent more than 5% of Consolidated Revenues (as so determined)); and
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Collateral Agent, for the benefit of each Lender, to secure the Secured Party Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims listed on Schedule 1 and for which notice is provided pursuant to Section 6(e) of this Agreement;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(il) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral;
(jn) all of such Grantor’s rights in respect Pledged Interests (including all of Supporting Obligationssuch Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(ko) all of such Grantor’s Commercial Tort ClaimsSecurities Accounts;
(lp) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Collateral Agent (or its agent or designee) or any Secured Party;Lender; and
(mr) all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Farm Products, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Collateral Agent from time to time with respect to any of the Investment Related Property.. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) any rights or interest in any Real Estate Asset that is not a Material Real Estate Asset, any lease, permit, license, or license agreement covering real or personal property of any Grantor, (ii) such assets that cannot be subject to a security interest due to applicable law, rule or regulation, or under the terms of the asset or the governing document applicable thereto, without the consent of one or more parties thereto other than any Loan Party, (provided, that (A) the foregoing exclusions of clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Collateral Agent’s security interest or lien to attach notwithstanding the prohibition or required consent, and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Collateral Agent’s, any Lender’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described lease, permit, license, license agreement, or Capital Stock (including any Accounts or Capital Stock), or (2) any proceeds from the sale, license, lease, or other dispositions of any such lease, permit, license, license agreement, or Capital Stock), (iii) motor vehicles and other goods subject to certificates of title for which perfection of a lien thereon is achieved by notation of the lien on the certificate of title (other than to the extent perfection can be achieved by filing a UCC-1), (iv) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law; provided, that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral, (v) those assets as to which Borrower, Collateral Agent and the Required Lenders reasonably agree in writing that the cost of obtaining such a security interest are excessive in relation to the benefit to the Lenders of the security to be afforded thereby, (vi) any Margin Stock, (vii) assets (other than furniture) subject to capital leases and purchase money financings to the extent such capital leases and purchase money financings are permitted under Sections 6.01, 6.02 or 6.07 of the Credit Agreement and prohibit the granting of a Lien, (viii) Excluded Accounts, (ix) escrow accounts and trust accounts, in each case entered into in the ordinary course of business, where the applicable Grantor holds the funds exclusively for the benefit of an unaffiliated third party, (x) Capital Stock in any person, other than any wholly owned Subsidiary, to the extent a security interest therein is not permitted by the terms of the documents governing the equity interests in such person, including any joint venture document, solely to the extent such joint venture or other investment is permitted under Section 6.07 of the Credit Agreement, in an aggregate amount not to exceed $250,000; provided, that the Grantor shall use commercially reasonable efforts to avoid the inclusion of any anti-assignment provisions in all such after-acquired Capital Stock; and (xi) any Letter of Credit Rights to the extent not constituting Supporting Obligations and having an aggregate value or face amount of $250,000 or less (except to the extent a security interest therein can be perfected by the filing of Uniform Commercial Code financing statements) (collectively, the “Excluded Assets”)
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Collateral Agent, for the benefit of the Secured Party Parties, to secure the Secured Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment Deposit Accounts, the Collateral Account and fixturesany Trust Monies;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);
(n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor’s Securities Accounts;
(p) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyCollateral Agent (or its agent or designee);
(mr) all of such Grantor’s other personal property; and
(s) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Collateral Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include any Excluded Property; provided, that, (A) the definition of “Excluded Property” shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit the Collateral Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or agreement, and (B) the definition of “Excluded Property” shall in no way be construed to limit, impair, or otherwise affect any of Collateral Agent’s or any Secured Party’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, agreement, or Equity Interests). For the avoidance of doubt the Security Interest and Lien created hereby in the Collateral are not to be construed as an outright assignment or sale (i.e., an absolute transfer) of any Intellectual Property.
Appears in 1 contract
Grant of Security. Each To secure the prompt payment and performance in full when due of the Secured Obligations, each Grantor (as of the effective date of becoming a signatory hereto) hereby unconditionally grantsgrants to Administrative Agent, assignsfor the ratable benefit of itself and the Lenders, and pledges to each Secured Party a separate, continuing security interest (eachin such Grantor’s right, a “Security Interest” and, collectively, title and interest in and to all of the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located following (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
): (a) all of such Grantor’s Accounts;
; (b) all of such Grantor’s Books;
cash and currency; (c) all of such Grantor’s Chattel Paper;
; (d) all of such Grantor’s Deposit Accounts;
those certain Commercial Tort Claims set forth on Schedule 2.10 hereto; (e) all of such Grantor’s Equipment and fixtures;
Copyrights; (f) all of such Grantor’s General Intangibles;
Copyright Licenses; (g) all of such Grantor’s Inventory;
Deposit Accounts; (h) all of such Grantor’s Investment Related Property;
Documents; (i) all of such Grantor’s Negotiable Collateral;
Domain Names; (j) all of such Grantor’s rights in respect of Supporting Obligations;
Equipment; (k) all of such Grantor’s Commercial Tort Claims;
Fixtures; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
General Intangibles; (m) all of the proceeds Instruments; (n) all Inventory; (o) all Investment Property; (p) all Letter-of-Credit Rights; (q) all Other Intellectual Property; (r) all Patents; (s) all Patent Licenses; (t) all Pledged Equity and products, whether tangible or intangible, dividends and distributions thereon; (u) all Software; (v) all Supporting Obligations; (w) all Trademarks; (x) all Trademark Licenses; (y) all Goods and other personal property of any kind; and (z) all Accessions and all Proceeds of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or and all of the foregoing, in each instance (whether or not expressly specified above), wherever located, and whether now existing, owned, leased or licensed or hereafter acquired, leased, licensed, arising, developed, generated, adopted or created for or by any Grantor, and all Accountshowsoever any Grantor’s interest therein may arise or appear (whether by ownership, Bookssecurity interest, Chattel Paperclaim or otherwise); provided, Deposit Accountshowever, Equipment“Collateral” shall not include, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition and in no event shall any Lien in favor of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoingAdministrative Agent attach to, any rebates or refunds, whether asset to the extent and for taxes or otherwiseso long as such asset is Excluded Property (it being understood that a Lien in favor of Administrative Agent shall immediately attach to, and all proceeds of the Collateral shall immediately include, any such proceeds, asset (or any portion thereof thereof) upon such asset (or interest thereinsuch portion thereof) ceasing to be Excluded Property); provided, and the proceeds thereoffurther, and all proceeds that Proceeds, substitutions or replacements of any loss of, damage to, or destruction of the above, whether insured or Excluded Property shall not insured, and, be subject to the extent not otherwise includedpreceding proviso unless such Proceeds, any indemnity, warranty, substitutions or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related replacements would themselves constitute Excluded Property.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);
(n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor’s Securities Accounts;
(p) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Farm Products, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include any of the following (the “Excluded Collateral”): (i) voting Equity Interests of any CFC, solely to the extent that such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); or (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9406, 9407, 9408, or 9409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s Lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); or (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.
Appears in 1 contract
Sources: Guaranty and Security Agreement (Inventure Foods, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of Agent and each Senior Lender, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the followingall of such Grantor’s personal property of every kind and nature, whether now owned or hereafter acquired or arising and wherever located:, including without limitation the following (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Fixtures;
(h) all of such Grantor’s General Intangibles;
(gi) all of such Grantor’s Inventory;
(hj) all of such Grantor’s Investment Related Property;
(ik) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(l) all of such Grantor’s Negotiable Collateral;
(jm) all of such Grantor’s rights in respect Pledged Interests (including all of Supporting Obligationssuch Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements); provided that the Pledged Interests shall not constitute Collateral until the earlier of the date that is sixty (60) days after the Closing Date and the date upon which Parent has satisfied its obligations under Section 7.17(f) of the Credit Agreement;
(kn) all of such Grantor’s Commercial Tort ClaimsSecurities Accounts;
(lo) all of such Grantor’s Supporting Obligations;
(p) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;member of the Senior Lender Group; and
(mq) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests (subject to the proviso contained in Section 2(m)), Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Equity Interests of any CFC, solely to the extent that (y) such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding voting Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits to Agent and the Senior Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); (ii) Equity Interests in any Subsidiary that is not a Domestic Subsidiary except for the Equity Interests in (A) Twin Disc International, S.P.R.L., (B) Mill Log ▇▇▇▇▇▇ Equipment and (C) Twin Disc S.r.l. or (iii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (iii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i), (ii) and (iii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s or any Senior Lenders’ continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); or (iv) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.
Appears in 1 contract
Sources: Security Agreement (Twin Disc Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(il) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral;
(jn) all of such Grantor’s rights in respect Pledged Interests (including all of Supporting Obligationssuch Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(ko) all of such Grantor’s Commercial Tort ClaimsSecurities Accounts;
(lp) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Equity Interests of any CFC, solely to the extent that (y) such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding voting Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the other members of the Lender Group, of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained and (iii) any Equity Interests of any Person that is not a Wholly-owned Subsidiary, to the extent the documents governing the investment in such Person prohibit a pledge of or require the consent of any other Person (other than a Grantor) to pledge the Equity Interests owned by the applicable Grantor and (x) the Grantors together with their Affiliates do not have voting power sufficient to amend such documents (or obtain consent) to allow the pledge of such Equity Interests and (y) such prohibition was in existence prior to the date of acquisition by a Grantor of such non-Wholly-owned Subsidiary and was not created in connection with, or in contemplation of, such acquisition (provided, that, (A) the foregoing exclusions of this clause (ii) and (iii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, license agreement or Equity Interests and (B) the foregoing exclusions of clauses (i), (ii) and (iii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s or any other member of the Lender Group’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); or (iv) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.
Appears in 1 contract
Sources: Guaranty and Security Agreement (Power Solutions International, Inc.)
Grant of Security. Each Grantor hereby unconditionally grantsgrants to the Collateral Agent, assignsfor the ratable benefit of the Secured Parties, a security interest in, such Grantor’s right, title and pledges interest in and to the following, in each case, as to each Secured Party a separatetype of property described below, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising and wherever located (collectively, the “Collateral”):
(a) all Accounts;
(b) all cash and Cash Equivalents;
(c) all Chattel Paper;
(d) all Commercial Tort Claims (including, without limitation, the Commercial Tort Claims set forth on Schedule 15 to the Perfection Certificate);
(e) all Deposit Accounts;
(f) all Documents;
(g) all Equipment;
(h) all Farm Products;
(i) all Fixtures;
(j) all General Intangibles;
(k) all Goods;
(l) all Instruments;
(m) all Inventory;
(n) all Letter-of-Credit Rights (together with all Accounts, Chattel Paper, Instruments, Deposit Accounts, General Intangibles and other obligations of any kind, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services and whether or not earned by performance, 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”);
(o) the following (the “Security Collateral”):
(i) all indebtedness from time to time owed to such Grantor, including without limitation, all debt securities, all promissory notes or instruments, if any, evidencing such indebtedness, all indebtedness owed to such Grantor pursuant to the Intercompany Note and the instruments set forth on Schedule 12 to the Perfection Certificate (all the foregoing, the “Pledged Debt”), and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt;
(ii) all Equity Interests, other than Excluded Equity, from time to time acquired, owned or held by such Grantor in any manner, including, without limitation, the Equity Interests of each Grantor set forth opposite such Grantor’s name on and otherwise described on Schedule 11 to the Perfection Certificate, and the certificates, if any, representing such shares or units or other Equity Interests (all the foregoing, the “Pledged Equity”), and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other Equity Interests and all subscription warrants, rights or options issued thereon or with respect thereto;
(iii) all Investment Property and all Financial Assets (including, without limitation, all securities, security entitlements and securities accounts), the certificates or instruments, if any, representing or evidencing such Investment Property or Financial Assets and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange therefor and all subscription warrants, rights or options issued thereon or with respect thereto;
(iv) all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii) and (iii) above; and
(v) all Proceeds of any of the foregoing; provided, however, that (i) the Equity Interests and other securities of a Subsidiary will constitute Security Collateral only to the extent that such Equity Interests and other securities can secure the Notes without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (“Rule 3-10” and “Rule 3-16,” respectively) (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the Commission (or any other governmental agency); (ii) in the event that either Rule 3-10 or Rule 3-16 requires or is amended, modified or interpreted by the Commission 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 Commission (or any other governmental agency) of separate financial statements of any Subsidiary due to the fact that such Subsidiary’s Equity Interests or other securities constitute Security Collateral, then such Equity Interests or other securities shall automatically be deemed not to be Security Collateral, but only to the extent necessary to not be subject to such requirement; and (iii) in the event that either Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the Commission to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Equity Interests or other securities to constitute Security Collateral without the filing with the Commission (or any other governmental agency) of separate financial statements of such Subsidiary, then such Equity Interests and other securities shall automatically be deemed to be Security Collateral but only to the extent necessary to not be subject to any such financial statement requirement.
(p) all contracts and agreements between any Grantor and one or more additional parties (including, without limitation, any Swap Contracts, licensing agreements and any partnership agreements, joint venture agreements, limited liability company agreements), the Related Contracts and the IP Agreements (as hereinafter defined), in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the “Assigned Agreements”), including, without limitation, (i) all rights of such Grantor’s right, title, and interest in Grantor to receive moneys due and to become due under or pursuant to the followingAssigned Agreements, whether now owned or hereafter acquired or arising and wherever located:
(aii) all rights of such Grantor’s AccountsGrantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of such Grantor for damages arising out of or for breach of or default under the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder (all such Collateral being the “Agreement Collateral”);
(bq) all of such Grantor’s Books;
the following (c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;collectively, the “Intellectual Property Collateral”):
(i) all of such Grantor’s Negotiable Collateralpatents, patent applications, utility models and statutory invention registrations, all inventions claimed or disclosed therein and all improvements thereto (“Patents”);
(jii) all trademarks, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether registered or unregistered (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such Grantor’s rights intent-to-use trademark applications under applicable federal law), together, in respect of Supporting Obligationseach case, with the goodwill symbolized thereby (“Trademarks”);
(kiii) all of such Grantor’s Commercial Tort Claimscopyrights, including, without limitation, copyrights in Computer Software (as hereinafter defined), internet web sites and the content thereof, whether registered or unregistered (“Copyrights”);
(liv) all of such Grantor’s moneycomputer software, cashprograms and databases (including, cash equivalentswithout limitation, or other assets of each such Grantor that now or hereafter come into the possessionsource code, custodyobject code and all related applications and data files), or control firmware and documentation and materials relating thereto, together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any Secured Partyof the foregoing (“Computer Software”);
(mv) all confidential and proprietary information of the proceeds Grantor, including, without limitation, know-how, trade secrets, manufacturing and productsproduction processes and techniques, whether tangible or intangibleinventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (collectively, “Trade Secrets”), and all other intellectual, industrial and intangible property of any type, including, without limitation, industrial designs and mask works;
(vi) all registrations and applications for registration for any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating including, without limitation, those registrations and applications for registration set forth in Schedule 14 to any or the Perfection Certificate, together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;
(vii) all tangible embodiments of the foregoing, and any all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all Accountsother rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;
(viii) all agreements, Bookspermits, Chattel Paperconsents, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from orders and franchises relating to the sale, lease, license, exchangedevelopment, collection, use or other disposition disclosure of any of the foregoingforegoing to which such Grantor, the proceeds of now or hereafter, is a party or a beneficiary (“IP Agreements”); and
(ix) any award in condemnation and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages (the property described in this Section 1(q) is referred to herein as the “Intellectual Property”);
(r) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any rebates or refunds, whether for taxes or otherwise, of the Collateral;
(s) and all other tangible and intangible personal property of whatever nature whether or not covered by Article 9 of the UCC;
(t) all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to and Supporting Obligations relating to, any and all of any such the Collateral (including, without limitation, proceeds, or any portion thereof or interest therein, collateral and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction supporting obligations that constitute property of the above, whether insured or not insured, types described in clauses (a) through (t) of this Section 1 and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (Collateral; provided that notwithstanding anything to the “Proceeds”). Without limiting the generality contrary in this Agreement, this Agreement shall not constitute a grant of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertya security interest in Excluded Assets.
Appears in 1 contract
Sources: Collateral Agreement (Nortek Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Agent, for the benefit of the Lender Group and the Hedge Agreement Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s interest with respect to any Deposit AccountsAccount;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s interest with respect to any Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent or any Secured Partyother member of the Lender Group;
(m) all of the proceeds (as that term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, whatever is collected on, or distributed on account of any of the foregoing, any and all rights arising out of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, claims arising out of the loss, non-conformity, or interference with the use of, defects, or infringement of rights in, or damage to, any of the foregoing, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, insurance, or guaranty payable by reason of loss or non-conformity of, defects or infringement of rights in, or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Stock of any CFC solely to the extent that (y) such Stock represents more than 65% of the outstanding voting Stock of such CFC, and (z) hypothecating more than 65% of the total outstanding voting Stock of such CFC would result in adverse tax consequences; or (ii) any rights or interest in any contract, lease, permit, license, charter or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, charter or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, charter or license agreement and such prohibition has not been waived or the consent of the other party to such contract, lease, permit, license, charter or license agreement has not been obtained (provided, that, the foregoing exclusions of this clause (ii) shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, OR 9-409 of the Code or other applicable law, (B) to limit, impair, or otherwise affect the Lender Group’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, license agreement, or Stock, or (C) to apply to the extent that any consent or waiver has been obtained that would permit the security interest or lien notwithstanding the prohibition).
Appears in 1 contract
Grant of Security. (a) Each Grantor hereby unconditionally grantsgrants to the Collateral Agent, assignsfor the benefit of the Secured Parties, and pledges to each secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(ai) all of such Grantor’s Accounts;
(bii) all of such Grantor’s Books;
(ciii) all of such Grantor’s Chattel Paper;
(div) all of such Grantor’s Deposit AccountsAccounts and Securities Accounts (including the Escrow Account);
(ev) all of such Grantor’s Goods, Equipment and fixturesFixtures;
(fvi) all of such Grantor’s General Intangibles;
(gvii) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(viii) all of such Grantor’s Documents;
(ix) all of such Grantor’s Inventory;
(hx) all of such Grantor’s Investment Related Property;
(ixi) all of such Grantor’s Negotiable Collateral;
(jxii) all of such Grantor’s rights in respect of Supporting Obligations;
(kxiii) all of such Grantor’s Commercial Tort Claims;
(lxiv) all of such Grantor’s money, cash, money or cash equivalents, equivalents or other assets of each such Grantor that now or hereafter come comes into existence, whether or not in the possession, custody, or control of the Collateral Agent (or its agent or designee) or any other Secured Party;; and
(mxv) all of the proceeds Proceeds (as such term is defined in the UCC) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Collateral Support, Deposit Accounts, Securities Accounts, Equipment, Fixtures, General Intangibles, Goods, Intellectual Property, Intellectual Property Licenses, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, Vehicles, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” also includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party the Collateral Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, no action shall be taken to grant a security interest in, and the term “Collateral” shall not include any Excluded Property. None of the covenants or representations and warranties herein or in any other Collateral Agreements shall apply or be made with respect to any property constituting Excluded Property.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);
(n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor’s Securities Accounts;
(p) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include the following property (the “Excluded Property”): (i) voting Equity Interests of any CFC, solely to the extent that (y) such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding voting Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits to Agent, the other members of the Lender Group of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); or (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); or (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.
Appears in 1 contract
Sources: First Lien Guaranty and Security Agreement (Nuverra Environmental Solutions, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns to Secured Party, and pledges hereby grants to each Secured Party a separate, continuing security interest (eachin, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in and to the following, in each case whether now owned or hereafter acquired existing, whether tangible or arising intangible, or in which such Grantor now has or hereafter acquires an interest and wherever located:the same may be located (the "COLLATERAL"):
(a) all inventory in all of its forms located in the United States, including but not limited to (i) all goods held by such Grantor for sale or lease or to be furnished under contracts of service or so leased or furnished, (ii) all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in such Grantor’s Accounts's business, (iii) all goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind, and (iv) all goods which are returned to or repossessed by such Grantor and all accessions thereto and products thereof (collectively the "INVENTORY") and all negotiable and non-negotiable documents of title (including, without limitation, documents, warehouse receipts, dock receipts and bills of lading) issued by any Person covering any Inventory (any such negotiable document of title being a "NEGOTIABLE DOCUMENT OF TITLE");
(b) all accounts, contract rights, chattel paper, documents, instruments, letter-of-credit rights and other rights and obligations of any kind owned by or owing to such Grantor’s BooksGrantor and all rights in, to and under all security agreements, leases and other contracts securing or otherwise relating to any such accounts, contract rights, chattel paper, documents, instruments, letter-of-credit rights or other rights and obligations (any and all such accounts, contract rights, chattel paper, documents, instruments, letter-of-credit rights and other rights and obligations being the "ACCOUNTS", and any and all such security agreements, leases, and other contracts being the "RELATED CONTRACTS");
(c) all purchase orders relating to Inventory (whether for metals, fabrication or otherwise), any Hedge Agreements described in subsection 7.4(v) of the Credit Agreement and any other hedge arrangements relating to the Inventory, as each such agreement may be amended, restated, supplemented or otherwise modified from time to time (said agreements, as so amended, restated, supplemented or otherwise modified, being referred to herein individually as an "ASSIGNED AGREEMENT" and collectively as the "ASSIGNED AGREEMENTS"), including, without limitation, (i) all rights of such Grantor’s Chattel PaperGrantor to receive moneys due or to become due under or pursuant to the Assigned Agreements, (ii) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) all claims of such Grantor for damages arising out of any breach of or default under the Assigned Agreements, and (iv) all rights of such Grantor to terminate, amend, supplement, modify or exercise rights or options under the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder;
(d) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to any of such Grantor’s Deposit Accounts;the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and
(e) all proceeds, products, rents and profits of such Grantor’s Equipment or from any and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, foregoing Collateral and, to the extent not otherwise included, all payments under insurance (whether or not Secured Party is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”)Collateral. Without limiting the generality For purposes of the foregoingthis Agreement, the term “Proceeds” "PROCEEDS" includes whatever is receivable or received when Investment Related Property Collateral or proceeds are sold, exchanged, collected, collected or otherwise disposed of, whether such disposition is voluntary or involuntary. Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and includes proceeds no Grantor shall be deemed to have granted a security interest in any of such Grantor's rights or interests in any license, contract or agreement to which such Grantor is 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 Grantor is a party (other than to the extent that any such term would be rendered ineffective pursuant to the Uniform Commercial Code, as it exists on the date of this Agreement or as it may hereafter be amended, in the State of New York (the "UCC") or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any indemnity such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect. Each item of Collateral listed in this Section 1 that is defined in Articles 8 or guaranty payable to any Grantor or any Secured Party from time to time with respect to any 9 of the Investment Related PropertyUCC shall have the meaning set forth in the UCC, it being the intention of the Grantors that the description of the Collateral set forth above be construed to include the broadest possible range of assets, except for assets expressly excluded as set forth above.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Agent, for the benefit of the Lender Group and the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s interest with respect to any Deposit AccountsAccount;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s interest with respect to any Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent or any Secured Partyother member of the Lender Group;
(m) all of the proceeds (as that term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, whatever is collected on, or distributed on account of any of the foregoing, any and all rights arising out of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, claims arising out of the loss, non-conformity, or interference with the use of, defects, or infringement of rights in, or damage to, any of the foregoing, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, insurance, or guaranty payable by reason of loss or non-conformity of, defects or infringement of rights in, or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding the foregoing or anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Stock of any CFC, solely to the extent that (y) such Stock represents more than 65% of the outstanding voting Stock of such CFC, and (z) hypothecating more than 65% of the total outstanding voting Stock of such CFC would result in adverse tax consequences; (ii) the Stock of Quest Software Public Sector; (iii) any intent-to-use US trademark application for which an amendment to allege use or statement of use has not been filed and accepted by the US Patent and Trademark Office and that would otherwise be deemed invalidated, cancelled or abandoned due to the grant of a Lien thereon (provided that each intent-to-use application shall be considered Collateral immediately and automatically upon such filing and acceptance); or (iv) any rights or interest in any contract, lease, permit, license, charter or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, charter or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, charter or license agreement and such prohibition has not been waived or the consent of the other party to such contract, lease, permit, license, charter or license agreement has not been obtained (provided, that, the foregoing exclusions of this clause (iv) shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, OR 9-409 of the Code or other applicable law, (B) to limit, impair, or otherwise affect the Lender Group’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, license agreement, or Stock, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest of lien notwithstanding the prohibition).
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) [reserved];
(g) all of such Grantor’s Farm Products;
(h) [reserved];
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(il) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral;
(jn) all of such Grantor’s rights in respect Pledged Interests (including all of Supporting Obligationssuch Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(ko) all of such Grantor’s Commercial Tort ClaimsSecurities Accounts;
(lp) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Farm Products, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) Equipment, (ii) Fixtures, (iii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that (A) the foregoing exclusions of this clause (iii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clause (iii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, or license agreement, or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, or license agreement), (iv) Equity Interests in any Person other than wholly owned Subsidiaries to the extent and for so long as not permitted by the terms of such Person’s organizational or joint venture documents, or (v) any United States intent to use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent to use trademark applications under applicable federal law; provided, that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent to use trademark application shall be considered Collateral (clauses (i) – (v), collectively, the “Excluded Property”); provided, however, the term “Collateral” shall include any proceeds, products, substitutions or replacements of the Excluded Property (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property).
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);
(n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor’s Securities Accounts;
(p) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) Investment Property or General Intangibles constituting the voting Equity Interests of a Grantor in or to any Foreign Joint Venture or any Foreign Subsidiary, except solely to the extent that such Equity Interests represent less than 66 2/3% of the outstanding voting Equity Interests of ARC Canada; (ii) any property subject to any negative pledge clauses or other restrictions on assignment pursuant to Capital Leases, Synthetic Lease Obligations or documentation regarding Purchase Money Indebtedness or other purchase money security interests or other property as contemplated under clause (e)(iii) of the definition of Permitted Indebtedness in the Credit Agreement, if the Liens granted pursuant to such Capital Leases, Synthetic Lease Obligations or documentation regarding Purchase Money Indebtedness or other purchase money security interests or documentation are Permitted Liens and the Indebtedness incurred thereunder is permitted to be incurred under Section 6.1 of the Credit Agreement (provided that such property shall be considered Collateral immediately and automatically when such property is not subject to such documentation); (iii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein would result in the abandonment, invalidation, unlawfulness or unenforceability of any right or interest of any Grantor therein or is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; (iv) any fee or leasehold interests in Real Property prior to Agent’s request for a Mortgage following the occurrence of an Event of Default; or (v) any motor vehicles.
Appears in 1 contract
Sources: Guaranty and Security Agreement (American Reprographics CO)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real PropertyProperty and Excluded Collateral (as defined below)) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) ; and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Stock of any CFC, solely to the extent that such Stock represents more than 65% of the outstanding voting Stock of such CFC; (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Stock (including any Accounts or Stock), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Stock); (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; (iv) the property of any Person designated as an Excluded Subsidiary pursuant to the terms of the Credit Agreement; (v) Equipment or other assets or any proceeds thereof owned by any Grantor on the date hereof or hereafter acquired that is subject to a Lien securing indebtedness in respect of purchase money financing or Capitalized Lease Obligations permitted to be incurred pursuant to the provisions of the Credit Agreement if the contract or other agreement in which such Lien is granted (or the documentation providing for such indebtedness in respect of purchase money financing) prohibits the creation of any other Lien on such Equipment, other assets or proceeds; (vi) work-in-progress and associated property of any Grantor that is subject to any contract for the manufacture and sale of a Vessel to a customer, to the extent such customer contract prohibits or would be violated by the grant of a Lien securing other indebtedness of such Grantor; (vii) interests in any joint venture to the extent and for so long as the documents governing such joint venture interests prohibit the granting of a security interest therein; (viii) any property of a Person existing at the time such Person is acquired or merged with and into or consolidated with a Grantor that is subject to a Lien permitted by clause (r) of the definition of “Permitted Lien” contained in the Credit Agreement (and any refinancing thereof permitted by clause (m) of the definition of “Permitted Liens” contained in the Credit Agreement) to the extent and for so long as the contract or other agreement in which such Lien is granted prohibits the creation of any other Lien on such property; (ix) the Hall Street Terminal; and (x) any property to the extent granting any such security interest would violate applicable law.
Appears in 1 contract
Sources: Security Agreement (American Commercial Lines Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Stock of any CFC, solely to the extent that (y) such Stock represents more than 65% of the outstanding voting Stock of such CFC, and (z) hypothecating more than 65% of the total outstanding voting Stock of such CFC would result in material adverse tax consequences to the applicable Grantor; (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real, intellectual or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Stock (including any Accounts or Stock), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Stock); or (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.
Appears in 1 contract
Grant of Security. Each As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby unconditionally grants, assigns, and pledges grants to each Secured Party Lender effective as of the First Closing Date a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) Grantor’s right, title and interest in and to the following property, whether now owned or hereafter acquired hereinafter existing or arising acquired, whether tangible or intangible and wherever the same may be located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s BooksChattel Paper;
(c) all of such Grantor’s Chattel Paper;Money and all Deposit Accounts
(d) all of such Grantor’s Deposit Securities Accounts;
(e) all of such Grantor’s Equipment and fixturesInstruments;
(f) all of such Grantor’s General Intangibles (including all Payment Intangibles, Material Contracts and Intellectual Property);
(g) all of such Grantor’s InventoryGoods (including all Inventory and all Equipment);
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable CollateralSupporting Obligations;
(j) all Documents (including all warehouse receipts and bills of such Grantor’s rights in respect of Supporting Obligationslading);
(k) all of such Grantor’s Commercial Tort Claims;
(l) all Letters of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyCredit and Letter-of-Credit Rights;
(m) all books and records related to the Collateral; and
(n) to the extent not covered by clauses (a) through (n) of the proceeds this sentence, all other assets, personal property and productsrights of such Grantor, whether tangible or intangible, and all proceeds and products of any each of the foregoingforegoing and all accessions to, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all substitutions and replacement for, and rents, profits and products of, each of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoinginsurance, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity warranty or guaranty payable to any such Grantor or any Secured Party from time to time with respect to any of the Investment Related foregoing; provided that notwithstanding the foregoing “Collateral” shall not include any Excluded Property. Each item of Collateral listed in this Section 2 that is defined in Article 8 or Article 9 of the UCC shall have the meaning set forth in the UCC, it being the intention of the Grantors that the description of the Collateral set forth above be construed to include the broadest possible range of assets described herein.
Appears in 1 contract
Sources: Loan Agreement (Invuity, Inc.)
Grant of Security. (a) Each Grantor hereby unconditionally grants, assigns, assigns and pledges to each Secured Party a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(ai) all of such Grantor’s Accounts;
(bii) all of such Grantor’s Books;
(ciii) all of such Grantor’s Chattel Paper;
(div) all of such Grantor’s interest with respect to any Deposit AccountsAccount;
(ev) all of such Grantor’s Equipment and fixtures;
(fvi) all of such Grantor’s General Intangibles;
(gvii) all of such Grantor’s Inventory;
(hviii) all of such Grantor’s Investment Related Property;
(iix) all of such Grantor’s Negotiable Collateral;
(jx) all of such Grantor’s rights in respect of Supporting Obligations;
(kxi) all of such Grantor’s interest with respect to any Commercial Tort Claims;
(lxii) all of such Grantor’s money, cash, cash equivalentsCash and Cash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;; and
(mxiii) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Cash and Cash Equivalents, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, Commercial Tort Claims, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoingproperty of Grantors, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing Collateral (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include (i) voting Capital Stock of any first-tier Subsidiary (as defined in the Financing Agreement) of a Grantor if (A) such Subsidiary is a CFC, and (B) such Capital Stock represent more than 65% of the outstanding voting Capital Stock of such Subsidiary, (ii) any rights or interest in any contract, lease, permit, license, charter or license agreement covering real or personal property of any Grantor or the property governed by any such contract if under the terms of such contract, lease, permit, license, charter or license agreement, or applicable law with respect thereto, the valid grant of a security interest or lien therein or on property governed thereby is prohibited as a matter of law or under the terms of such contract, lease, permit, license, charter or license agreement or would cause a forfeiture thereunder and such prohibition has not been waived or the consent of the other party to such contract, lease, permit, license, charter or license agreement has not been obtained; provided, that, the foregoing exclusions shall in no way be construed (A) to apply if any described prohibition is unenforceable under Section 9-406, 9-407, or 9-408 of the Code or other applicable law, or (B) to limit, impair, or otherwise affect the Secured Party’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, license agreement, or Capital Stock, or (iii) any “intent to use” trademark or service ▇▇▇▇ application contained in General Intangibles if granting a security interest therein is deemed to invalidate, void, cancel, or abandon such application; provided, that the foregoing exclusion (A) shall not apply when the granting of a security interest in such application is no longer deemed to invalidate, void, cancel, or abandon such application, and (B) shall not limit, impair, or otherwise affect Secured Party’s continuing security interests in and Liens upon any rights or interests of any Grantor in or to any proceeds from the sale, license, lease, or other dispositions of any such application.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, assigns and pledges to the ratable benefit of each of the Secured Party Parties, and hereby grants to the ratable benefit of each of the Secured Parties a separate, continuing security interest (eachin, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s its right, title, title and interest in and to the following, whether now owned or hereafter existing or acquired or arising and wherever located:(collectively, the “Collateral”):
(a) all Equipment in all of such its forms of Grantor’s Accounts;
(b) all Inventory in all of its forms of Grantor, provided, however, that the Lien created hereby in such Grantor’s BooksInventory shall be junior and subordinate to the Axcan Lien so long as the Axcan Note remains outstanding;
(c) all Receivables Collateral in all of such Grantor’s its forms, including all Accounts, Documents, Instruments and Chattel Paper, of Grantor;
(d) all General Intangibles in all of such its forms, including all Payment Intangibles, of Grantor’s Deposit Accounts;
(e) all Assigned Agreements to which Grantor is now or may hereafter become a party and all Accounts thereunder, including (i) all rights of such Grantor’s Equipment Grantor to receive moneys due and fixturesto become due under or pursuant to the Assigned Agreements, (ii) all rights of Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of Grantor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of Grantor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder;
(f) all Supporting Obligations of such Grantor’s General Intangibles;
(g) all Intellectual Property Collateral in all of such its forms of Grantor’s Inventory;
(h) all Investment Property in all of such its forms, including all Securities Accounts, of Grantor’s Investment Related Property;
(i) all Deposit Accounts of such Grantor’s Negotiable Collateral;
(j) all Commercial Tort Claims of Grantor described in Part E of Schedule I hereto (as such Grantor’s rights in respect of Supporting ObligationsSchedule may be supplemented from time to time pursuant to Section 4.12 or otherwise);
(k) all other Goods of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s moneybooks, cashrecords, cash equivalentswritings, data bases, information and other property relating to, used or other assets useful in connection with, evidencing, embodying, incorporating or referring to, any of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Partyforegoing in this Section 2.1;
(m) all of Grantor’s other property and rights of every kind and description and interests therein, including all moneys, securities and other property, now or hereafter held or received by, or in transit to, the proceeds and productsDesignated Purchaser from or for Grantor, whether tangible for safekeeping, pledge, custody, transmission, collection or intangible, otherwise; and
(n) all Proceeds of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or and all of the foregoingforegoing Collateral. For the avoidance of doubt, and the Collateral shall not be deemed for any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible reason to include any real property resulting from the sale, lease, license, exchange, collection, or other disposition of any interest of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related PropertyGrantor.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, hypothecates and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure its Secured Party Obligations, a separate, continuing security interest (each, a “hereinafter referred to as the "Security Interest” and, collectively, the “Security Interests”") in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the "Collateral"):
(a) all of such Grantor’s 's Accounts;
(b) all of such Grantor’s 's Books;
(c) all of such Grantor’s 's Chattel Paper;
(d) all of such Grantor’s Deposit Accounts's Commercial Tort Claims;
(e) all of such Grantor’s Equipment and fixtures's Deposit Accounts;
(f) all of such Grantor’s General Intangibles's Equipment;
(g) all of such Grantor’s Inventory's Farm Products;
(h) all of such Grantor’s Investment Related Property's Fixtures;
(i) all of such Grantor’s Negotiable Collateral's General Intangibles;
(j) all of such Grantor’s rights in respect of Supporting Obligations's Goods;
(k) all of such Grantor’s Commercial Tort Claims's Inventory;
(l) all of such Grantor’s 's Investment Property;
(m) all of such Grantor's Intellectual Property and Intellectual Property Licenses;
(n) all of such Grantor's Negotiable Collateral (including all of such Grantor's Pledged Notes);
(o) all of such Grantor's Pledged Interests (including all of such Grantor's Pledged Operating Agreements and Pledged Partnership Agreements);
(p) all of such Grantor's Securities Accounts;
(q) all of such Grantor's Supporting Obligations;
(r) all of such Grantor's money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Partyother member of the Lender Group;
(ms) all of such Grantor's other personal property; and
(t) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “"Proceeds”"). Without limiting the generality of the foregoing, the term “"Proceeds” " includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.. Notwithstanding any provisions to the contrary contained in this Agreement, the Credit Agreement, any of the other Loan Documents or any other document or agreement among all or some of the parties hereto, each Grantor is, as of the date of this Agreement, the sole registered and beneficial owner of all ULC Shares owned by it, if any, which form part of the Collateral (the "Pledged ULC Shares"), and will remain so until such time as such Pledged ULC Shares are fully and effectively transferred into the name of the Agent, any member of the Lender Group or any Bank Product Provider, or any other Person on the books and records of such ULC. Nothing in this Agreement, any other Loan Document or any other document or agreement delivered among all or some of the parties hereto is intended or shall constitute the Agent, any member of the Lender Group, any Bank Product Provider or any Person other than a Grantor to be a member or shareholder of any ULC until such time as written notice is given to the applicable Grantor and all further steps are taken so as to register the Agent, such member of the Lender Group or such Bank Product Provider, or other Person as holder of such Pledged ULC Shares. The granting of the security interest pursuant to this Section 3 does not make the Agent, any member of the Lender Group or any Bank Product Provider a successor to any Grantor as a member or shareholder of any ULC, and neither the Agent, the members of the Lender Group, the Bank Product Providers nor any of their respective successors and assigns hereunder shall be deemed to become a member or shareholder of any ULC by accepting this Agreement or exercising any right granted herein unless and until such time, if any, when the Agent, the members of the Lender Group, the Bank Product Providers or any successor or assign expressly becomes a registered member or shareholder of any ULC. Each Grantor shall be entitled to receive and retain for its own account any dividends or other distributions, if any, in respect of the Pledged ULC Shares, and shall have the right to vote such Pledged ULC Shares and to control the direction, management and policies of the ULC issuing such Pledged ULC Shares to the same extent as such Grantor would if such Pledged ULC Shares were not pledged to the Agent. To the extent any provision hereof would have the effect of constituting the Agent, any member of the Lender Group or any Bank Product Provider to be a member or shareholder of the ULC prior to such time, such provision shall be severed herefrom and be ineffective with respect to the relevant Pledged ULC Shares without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral other than Pledged ULC Shares. Notwithstanding anything herein to the contrary (except to the extent, if any, that the Agent, any member of the Lender Group or any Bank Product Provider or any of their respective successors or assigns hereafter expressly becomes a registered member or shareholder of any ULC), neither the Agent, the members of the Lender Group, the Bank Product Providers nor any of their respective successors or assigns shall be deemed to have assumed or otherwise become liable for any debts or obligations of any
Appears in 1 contract
Sources: Guaranty and Security Agreement (Upland Software, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, collaterally assigns and pledges to Agent, on behalf of and for the ratable benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (Grantor’s right, title, and interest in and to the following personal property and other than Real Property) assets, whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:):
(a) all of such Grantor▇▇▇▇▇▇▇’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDocuments;
(f) all of such ▇▇▇▇▇▇▇’s Deposit Accounts;
(g) all of such Grantor’s Equipment;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Goods;
(k) all of such Grantor’s Instruments;
(l) all of such Grantor’s Inventory;
(hm) all of such Grantor’s Investment Related Property;
(in) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(o) all of such Grantor’s Negotiable Collateral;
(jp) all of such ▇▇▇▇▇▇▇’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(q) all of such Grantor’s rights in respect Securities Accounts;
(r) all of such ▇▇▇▇▇▇▇’s Letter-of-Credit Rights and Supporting Obligations;
(ks) all of such Grantor’s Commercial Tort Claims;money and Cash Equivalents; and
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(mt) all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” and any component definition thereof shall not include any of the following (collectively, the “Excluded Assets”): (A) any “intent to use” trademark application or intent-to-use service mark application, solely during the period in which the grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of any applicable Grantor’s right, title or interest in, such intent-to-use trademark application or intent-to-use service mark application or any trademark issued as a result of such use trademark application or intent-to-use service mark application under applicable federal law, after which period such application shall be automatically subject to the security interest described herein and deemed to be included in the Collateral; (B) the Excluded Equity Interests; (C) any asset or property with respect to which the Borrower has determined in good faith in consultation with the Agent that the cost, difficulty, burden or consequences (including adverse tax consequences) of obtaining a security interest therein are excessive in relation to the benefit to the holders of the security to be afforded thereby; (D) any asset or property securing a purchase money obligation or Capitalized Lease Obligation permitted to be incurred under the Credit Agreement, to the extent that the terms of the agreements relating to such Lien would violate or invalidate such purchase money obligation or Capitalized Lease Obligation or create a right of termination in favor of, or require the consent of, any other party thereto (other than any Grantor), except to the extent such prohibition or restriction is deemed ineffective under the Code or other applicable law or principle of equity (except that proceeds thereof, as and to the extent the assignment of which is expressly deemed effective under the Code, notwithstanding such prohibition shall constitute Collateral); (E) any asset or property, if a security interest therein is prohibited by applicable law, rule or regulation (including any requirement to obtain the consent of any governmental authority) other than to the extent such prohibition is rendered ineffective under the Code or other applicable law notwithstanding such prohibition and any property described in this clause (E) shall only constitute an Excluded Asset only to the extent and for so long as the consequences specified above shall exist and shall cease to be an Excluded Asset and shall become part of the Collateral immediately and automatically, at such time as such consequence shall no longer exist; (F) any rights of any Grantor arising under or evidenced by any contract, lease, instrument, license or agreement to the extent the security interest therein is prohibited or restricted by, or would violate or invalidate such contract, lease, instrument, license or other agreement, or create a right of termination in favor of, or require the consent of, any other party thereto (other than any Grantor), except to the extent such prohibition or restriction is deemed ineffective under the Code or other applicable law or principle of equity (except that proceeds thereof, as and to the extent the assignment of which is expressly deemed effective under the Code notwithstanding such prohibition shall constitute Collateral) and any property described in this clause (F) shall only constitute an Excluded Asset only to the extent and for so long as the consequences specified above shall exist and shall cease to be an Excluded Asset and shall become part of the Collateral immediately and automatically, at such time as such consequence shall no longer exist; (G) any governmental license or state or local franchise, charter or authorization, to the extent a security interest therein is prohibited or restricted thereby, except to the extent such prohibition or restriction is deemed ineffective under the Code or other applicable law or principle of equity (except that proceeds thereof, as and to the extent the assignment of which is expressly deemed effective under the Code, notwithstanding such prohibition shall constitute Collateral); (H) any asset or property to the extent a security interest therein would result in (1) material adverse tax consequences
(1) payroll and other employee wage and benefit accounts, (2) tax accounts, including, without limitation, sales tax accounts, (3) escrow accounts, (4) zero balance accounts and (5) fiduciary or trust accounts, including Trust Fund Accounts, and, in the case of clauses (1) through (5), the funds or other property held in or maintained in any such account; (J) serial numbered goods, motor vehicles and other assets subject to certificates of title; (K) any Commercial Tort Claim with a value not in excess of $2,000,000; and (L) any real property other than Material Real Property Assets; provided that any property of the Borrower or any Grantor that is subject to a Lien for the benefit of the Notes Collateral Agent under the Senior Secured Notes Documents shall be deemed not to be an “Excluded Asset” Further, no Grantor shall be required to perfect the Security Interests granted by this Agreement or the pledges, collateral assignments or grants of security interests pursuant to Section 3 of this Agreement by any means other than by, (a) “all asset” filings pursuant to the Code in the office of the secretary of state (or similar central filing office) of the relevant state(s); (b) filings in (i) the PTO with respect to any U.S. registered or applied for patents and trademarks and (ii) the United States Copyright Office of the Library of Congress with respect to copyright registrations, in the case of each of clause (i) and (ii), constituting Collateral; (c) Mortgages with respect to Material Real Property Assets and fixtures constituting Collateral; and (d) delivery to Agent to be held in its possession of all Collateral consisting of (i) certificates representing Pledged Interests and (ii) all promissory notes and other instruments constituting Collateral; provided that promissory notes and instruments having an aggregate principal amount equal to or less than (A) in the case of ABL Priority Collateral, $1,000,000, and (B) in the case of Notes Priority Collateral, $10,000,000, need not be delivered to Agent; provided, further, that, notwithstanding anything to the contrary herein or in any other Loan Document, no Grantor shall be required (x) to take any action (1) outside of the United States with respect to any assets located outside of the United States, (2) in any non-U.S. jurisdiction or (3) required by the laws of any non-U.S. jurisdiction to create, perfect or maintain any security interest or otherwise; or (y) to take any action with respect to (1) except as otherwise expressly provided for under this Agreement with respect to ABL Priority Collateral, perfecting a Lien with respect to Letters of Credit, Letter of Credit Rights, Commercial Tort Claims or Chattel Paper or (2) assets subject to a certificate of title or similar statute (in each case, other than the filing of customary “all asset” UCC-1 financing statements).
Appears in 1 contract
Sources: Guaranty and Security Agreement (CPI Card Group Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a “hereinafter referred to as the "Security Interest” and, collectively, the “Security Interests”") in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the "Collateral"):
(a) all of such Grantor’s 's Accounts;
(b) all of such Grantor’s 's Books;
(c) all of such Grantor’s 's Chattel Paper;
(d) all of such Grantor’s 's Deposit Accounts;
(e) all of such Grantor’s 's Equipment and fixturesFixtures;
(f) all of such Grantor’s 's General Intangibles;
(g) all of such Grantor’s 's Inventory;
(h) all of such Grantor’s 's Investment Related Property;
(i) all of such Grantor’s 's Negotiable Collateral;
(j) all of such Grantor’s rights in respect of 's Supporting Obligations;
(k) all of such Grantor’s 's Commercial Tort Claims;
(l) all of such Grantor’s 's money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Partyother member of the Lender Group;
(m) all of such Grantor's other personal property; and
(n) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “"Proceeds”"). Without limiting the generality of the foregoing, the term “"Proceeds” " includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term "Collateral" shall not include: (i) voting Stock of any CFC, solely to the extent that (y) such Stock represents more than 65% of the outstanding voting Stock of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding voting Stock of such CFC would result in material adverse tax consequences; or (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent's security interest or lien notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent's, any other member of the Lender Group's or any Bank Product Provider's continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Stock (including any Accounts or Stock), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Stock); (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral, or (iv) Equipment or other assets or any proceeds thereof owned by any Grantor on the date hereof or hereafter acquired that is subject to a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease if the contract or other agreement in which such Permitted Lien is granted (or the documentation providing for such Indebtedness in respect of purchase money financing) prohibits the creation of any other Lien on such Equipment, other assets or proceeds.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Aircraft;
(c) all of such Grantor’s Books;
(cd) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(f) all of such Grantor’s Deposit Accounts;
(g) all of such Grantor’s Engines;
(h) all of such Grantor’s Equipment;
(i) all of such Grantor’s Farm Products;
(j) all of such Grantor’s Fixtures;
(k) all of such Grantor’s General Intangibles;
(l) all of such Grantor’s Inventory;
(m) all of such Grantor’s Investment Property;
(n) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(o) all of such Grantor’s Negotiable Collateral (including the Pledged Note);
(p) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(q) all of such Grantor’s Securities Accounts;
(r) all of such Grantor’s Spare Parts;
(s) all of such Grantor’s Supporting Obligations;
(t) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mu) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include any Excluded Assets. Each Grantor agrees that, in the event any Grantor, pursuant to any Senior Note Document, takes any action to grant or perfect a Lien in favor of the Notes Collateral Agent in any assets (other than Second Lien Escrow Collateral (as defined in the Intercreditor Agreement), such Grantor shall also take such action to grant or perfect a Lien in favor of Agent to secure the Secured Obligations without request of Agent, including with respect to any property and real property in which the Notes Collateral Agent directs a Grantor to grant or perfect a Lien or take such other action under any Senior Note Document.
Appears in 1 contract
Sources: Guaranty and Security Agreement (Erickson Air-Crane Inc.)
Grant of Security. Each Grantor hereby unconditionally grantspledges and collaterally assigns and transfers to the Notes Collateral Agent, assignsfor the ratable benefit of the Secured Parties, and pledges hereby grants to each the Notes Collateral Agent, for the ratable benefit of the Secured Party Parties, a separate, continuing security interest (eachin and continuing lien on, a “Security Interest” andall of such Grantor’s right, collectivelytitle and interest in, to and under all personal property of such Grantor, including, but not limited to, the “Security Interests”) following, in all assets of such Grantor (other than Real Property) whether each case, wherever located and now owned or at any time hereafter acquired by such Grantor or arising and wherever located in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:):
(ai) all of such Grantor’s Accounts;
(bii) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(diii) all of Collateral Accounts;
(iv) all Commercial Tort Claims described on Schedule 8 (as such Grantor’s schedule may be amended or supplemented by the Issuer from time to time);
(v) all Deposit Accounts;
(evi) all of such Grantor’s Equipment and fixturesDocuments;
(fvii) all of such Grantor’s Equipment (other than Vehicles);
(viii) all General Intangibles;
(gix) all of such Grantor’s Instruments;
(x) all Insurance;
(xi) all Intellectual Property;
(xii) all Inventory;
(hxiii) all of such Grantor’s Investment Related Property, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all Capital Stock or other shares, interests or certificates in respect thereof;
(ixiv) all Letter of such Grantor’s Negotiable CollateralCredit Rights;
(jxv) all of such Grantor’s rights in respect of Supporting ObligationsMoney;
(kxvi) all of such Grantor’s Commercial Tort ClaimsReceivables and Receivables Records;
(lxvii) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartySecurities Accounts;
(mxviii) all Goods and other personal property not otherwise described above;
(xix) all books, records, ledger cards, files, correspondence, customer lists, supplier lists, blueprints, technical specifications, manuals, computer software and related documentation, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and
(xx) to the extent not otherwise included, all other property of such Grantor and all Proceeds, products, accessions, rents and profits of any and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any foregoing and all AccountsCollateral Records, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Collateral Support and Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of Obligations and guarantees given by any of the foregoing, the proceeds of any award in condemnation Person with respect to any of the foregoing, ; provided that the Collateral shall not include any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related PropertyExcluded Assets.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Administrative Agent, for the benefit of each of the Secured Party Parties, to secure the Secured Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims listed on Schedule 1;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral (including any Pledged Notes);
(n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor’s Securities Accounts;
(p) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Administrative Agent (or its agent or designee) or any other Secured Party;; and
(mr) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Farm Products, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include the following (collectively, the “Excluded Assets”): (i) motor vehicles and other assets subject to certificates of title (except to the extent a security interest therein can be perfected by the filing of Uniform Commercial Code financing statements); (ii) any rights or interest in any Real Estate Asset that is not a Material Real Estate Asset; (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark or service ▇▇▇▇ applications under applicable federal law; provided, that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; (iv) Capital Stock in any Person, other than any wholly-owned Subsidiary of a Grantor, to the extent a security interest therein is not permitted by the terms of such Person’s organizational documents or joint venture documents (in each case, as in effect on the date such Capital Stock was acquired), solely to the extent that (1) such joint venture or other investment is permitted under Section 6.07 of the Credit Agreement and (2) such restriction was not created or entered into in contemplation of the acquisition of such Capital Stock; provided that the exclusion in this clause (iv) shall in no way be construed to apply to the extent that any described prohibition is ineffective under Sections 9-406, 9-407, 9-408, or 9-409 of the Code (or any successor provision or provisions) or other applicable law (including the Bankruptcy Code) or applicable principles of equity; provided further, that immediately upon the ineffectiveness (and for so long as it remains ineffective), lapse or termination of any such restriction, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such Capital Stock as if such restriction had never been in effect (it being understood that no Capital Stock constitutes an Excluded Asset under this clause (iv) as of the Closing Date); (v) any lease, license or other agreement to which a Grantor is a party, or any property subject to a purchase money security interest, Capital Lease or similar arrangement, in each case, to the extent that a grant of a security interest therein in favor of Administrative Agent would constitute a default or forfeiture under, or violate or invalidate, such lease, license or other agreement, or such purchase money security interest, Capital Lease or similar arrangement, or create a right of termination in favor of any other party thereto (other than a Grantor or a Subsidiary of a Grantor), solely to the extent that (1) such lease, license or other agreement, or such purchase money security interest, Capital Lease or similar arrangement is permitted under the Loan Documents and (2) such default, forfeiture, prohibition, invalidation or right of termination (as applicable) was not created in contemplation of this Agreement or any other Loan Document; provided that the exclusion in this clause (v) shall in no way be construed to apply to the extent that any described default, forfeiture, restriction, prohibition, invalidation or right of termination (as applicable) is ineffective under Sections 9-406, 9-407, 9-408, or 9-409 of the Code (or any successor provision or provisions) or other applicable law (including the Bankruptcy Code) or applicable principles of equity; provided further, that immediately upon the ineffectiveness (and for so long as it remains ineffective), lapse or termination of any such default, forfeiture, prohibition, restriction, invalidation or right of termination, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such lease, license or other agreement, or such property subject to purchase money security interest, Capital Lease or similar arrangement as if such default, forfeiture, prohibition, restriction, invalidation or right of termination had never been in effect; (vi) any property or assets with respect to which the granting of security interests in such assets would (1) be prohibited by applicable law, rule or regulation, (2) be prohibited under the terms of any contractual obligation binding on the applicable Grantor at the time the applicable property or asset was acquired (so long as such prohibition was not entered into in contemplation of such acquisition), or (3) require the consent, approval, license or authorization of any Person (including any Governmental Authority) (other than a Grantor or a Subsidiary of a Grantor) (so long as such consent, approval, license or authorization right (as applicable) was not created in contemplation of this Agreement or any other Loan Document); provided that the exclusion in this clause (vi) shall in no way be construed to apply to the extent that any described restriction, prohibition, or requirement of consent, approval, license or authorization is ineffective under Sections 9-406, 9-407, 9-408, or 9-409 of the Code (or any successor provision or provisions) or other applicable law (including the Bankruptcy Code) or applicable principles of equity; provided further, that immediately upon the ineffectiveness (and for so long as it remains ineffective), lapse or termination of any such law, rule, regulation, term, prohibition, condition or requirement, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such property or assets as if such law, rule, regulation, term, prohibition, condition or requirement had never been in effect; (vii) assets located outside the United States to the extent a security interest in such assets could reasonably be expected to result in material adverse tax consequences to the Grantors, as determined in good faith by the Lead Borrower in consultation with the Administrative Agent; (viii) the Excluded Accounts described in clauses (1), (4) and (5) of the definition thereof in the Credit Agreement; (ix) any Margin Stock (including any Margin Stock held through a Securities Account); (x) Capital Stock of any Excluded Entities to the extent a pledge thereof is prohibited by the terms of such Person’s third party Indebtedness (so long as such prohibition was not created in contemplation of this Agreement or any other Loan Document); provided further, that immediately upon any Subsidiary ceasing to be an Excluded Entity, or upon the ineffectiveness (and for so long as it remains ineffective), lapse or termination of any such prohibition, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all Capital Stock of such Subsidiary as if such Subsidiary had never been an Excluded Entity or as if such prohibition had never been in effect; (xi) those assets as to which Lead Borrower and Administrative Agent mutually agree in writing that the cost and/or burden of obtaining a grant of a Lien on such assets to secure the Secured Obligations outweighs the benefit to the Secured Parties; (xii) (I) Letter of Credit Rights, which individually have a value or face amount of less than or equal to the De Minimis Amount (except to the extent a security interest therein can be perfected by the filing of Uniform Commercial Code financing statements) and (II) Letter of Credit Rights which individually have a value or face amount of greater than the De Minimis Amount, which in the aggregate at any one time for all such Letter of Credit Rights, have an aggregate value or face amount of $500,000 or less (except to the extent a security interest therein can be perfected by the filing of Uniform Commercial Code financing statements); and (xiii) (I) any commercial tort claims, which individually have an aggregate amount claimed that is less than or equal to the De Minimis Amount and (II) commercial tort claims which individually have an aggregate amount claimed that is greater than the De Minimis Amount, which in the aggregate at any one time for all such commercial tort claims, have an aggregate amount claimed that is not in excess of $500,000; provided, that (A) Excluded Assets shall not include, and the foregoing exclusions shall in no way be construed to limit, impair, or otherwise affect any of Administrative Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to, (1) monies due or to become due, or any income stream, receivables, payment intangibles or proceeds arising, under or in connection with any of the property or assets described in the foregoing clauses (i) through (xiii), or (2) any proceeds from the sale, license, lease, or other disposition of any such property or assets, in each case, other than to the extent such monies, income stream, receivables, payment intangibles or proceeds otherwise qualify as Excluded Assets, (B) the Proceeds of any Excluded Assets shall not constitute Excluded Assets (unless such Proceeds otherwise qualify as Excluded Assets), and (C) the Grantors shall from time to time at the reasonable request of Administrative Agent, give written notice to Administrative Agent identifying in reasonable detail the Excluded Assets and shall provide to Administrative Agent such other information regarding the Excluded Assets as Administrative Agent may reasonably request.
Appears in 1 contract
Grant of Security. 2.1 Each Grantor hereby unconditionally grants, assigns, and pledges to each Agent, for the benefit of the Secured Party Parties, to secure the Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Goods, Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(h) all of such Grantor’s Documents;
(i) all of such Grantor’s Inventory;
(hj) all of such Grantor’s Investment Related Property;
(ik) all of such Grantor’s Negotiable Collateral;
(jl) all of such Grantor’s rights in respect of Supporting Obligations;
(km) all of such Grantor’s Commercial Tort Claims;
(ln) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any other Secured Party;; and
(mo) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty guarantee payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty guarantee payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party Agent, for the benefit of the Lender Group and the Bank Product Provider, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s interest with respect to any Deposit AccountsAccount;
(e) all of such Grantor’s Equipment and fixtures;
(f) all All of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s interest with respect to any Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent or any Secured Party;other member of the Lender Group; and
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoingproperty of Grantors, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing Collateral (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything herein to the contrary, the term “Collateral” shall not include, and no Grantor is pledging, nor granting a security interest hereunder in, any of such Grantor’s right, title or interest in any license, contract or agreement to which such Grantor is a party as of the date hereof or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the express terms of such license, contract or agreement on the date hereof result in a breach of the terms of, or constitute a default under, such license, contract or agreement (other than to the extent that any such term (i) has been waived or (ii) would be rendered ineffective pursuant to Sections 9-406, 9-408, 9-409 of the Code or other applicable provisions of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that (x) immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such right, title and interest as if such provision had never been in effect and (y) the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect the Agent’s unconditional continuing security interest in and liens upon any rights or interests of a Grantor in or to the proceeds of, or any monies due or to become due under, any such license, contract or agreement. Notwithstanding anything herein to the contrary, the term “Collateral” shall not include in the case of a Foreign Subsidiary, more than 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (i) would not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (ii) would not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding shares of Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (it being understood and agreed that the Collateral shall include 100% of the issued and outstanding shares of Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) or other equity interest of such Foreign Subsidiary). The Grantors agree that the pledge of the shares of Stock of any Pledged Company who is a Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantors in favor of the Agent, which pledge agreements will provide for the pledge of such shares of Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Stock, the Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Stock.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each of the Lenders, to secure the Secured Party Obligations, a separate, continuing security interest (each, a “hereinafter referred to as the "Security Interest” and, collectively, the “Security Interests”") in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the "Collateral"):
(a) all of such Grantor’s 's Accounts;
(b) all of such Grantor’s 's Books;
(c) all of such Grantor’s 's Chattel Paper;
(d) all of such Grantor’s 's Deposit Accounts;
(e) all of such Grantor’s 's Equipment and fixturesFixtures;
(f) all of such Grantor’s 's General Intangibles;
(g) all of such Grantor’s 's Inventory;
(h) all of such Grantor’s 's Investment Related Property;
(i) all of such Grantor’s 's Negotiable Collateral;
(j) all of such Grantor’s rights in respect of 's Supporting Obligations;
(k) all of such Grantor’s 's Commercial Tort Claims;
(l) all of such Grantor’s 's money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Partyother Lender;
(m) all of such Grantor's other personal property; and
(n) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “"Proceeds”"). Without limiting the generality of the foregoing, the term “"Proceeds” " includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term "Collateral" shall not include: (i) voting Stock of any CFC, solely to the extent that (y) such Stock represents more than 65% of the outstanding voting Stock of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding voting Stock of such CFC would result in material adverse tax consequences; (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent's security interest or lien notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent's, any other Lender's continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Stock (including any Accounts or Stock), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Stock); (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral, or (iv) Equipment or other assets or any proceeds thereof owned by any Grantor on the date hereof or hereafter acquired that is subject to a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease if the contract or other agreement in which such Permitted Lien is granted (or the documentation providing for such Indebtedness in respect of purchase money financing) prohibits the creation of any other Lien on such Equipment, other assets or proceeds.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to the Collateral Trustee, for the benefit of each Secured Party Party, to secure the Secured Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Collateral Trustee (or its agent or designee) or any other Secured Party;; and
(m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, warranty or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Collateral Trustee from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement or any other Priority Lien Document to the contrary, the term “Collateral” shall not include any Excluded Assets.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts (other than the Excluded Deposit Accounts);
(e) all of such Grantor’s Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” (and any references thereto or to any assets comprising the “Collateral” (including the use of defined terms hereunder)) shall not include: (i) any of the outstanding Stock of any CFC held by a Grantor in excess of 65% of the voting power of all classes of Stock of such CFC entitled to vote; (ii) any contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor to which any Grantor is a party or any of its rights or interest in any contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor if the grant of a security interest or Lien therein shall constitute or would result in (a) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein, or (b) a breach or termination pursuant to the terms of, or a default under, any such contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor (other than 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 Code (or any successor provision or provisions) or any other applicable law; provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor that does not result in any of the consequences specified in clauses (a) or (b) above; provided, further, that such security interest shall attach to the right to receive the payment of money (including, without limitation, Accounts and General Intangibles) or any other rights referred to in certain sections of the Code (or any successor provision or provisions) and to the proceeds of any such contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor (unless such proceeds would otherwise be excluded pursuant to clauses (a) or (b) above); (iii) any property for which attaching a security interest would result in the forfeiture of the Grantor’s rights over the property, including U.S. intent-to-use application for trademark or service ▇▇▇▇ registration prior to the filing and acceptance by the PTO 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 any registration that issues from such intent-to use trademark or service ▇▇▇▇ applicable under applicable federal law; (iv) any Intellectual Property that is protectable, registered or applied for solely under the laws of jurisdictions outside the United States and any other assets located outside the United States to the extent a Lien on such assets cannot be perfected by the filing of a Code financing statement in the jurisdiction of organization of the applicable Grantor, (v) Excluded Deposit Accounts, (vi) any asset securing Capitalized Lease Obligations permitted under the Credit Agreement or Permitted Purchase Money Indebtedness, in each case, to the extent the grant of a security interest or Lien thereon to the Agent is prohibited by the terms of such Indebtedness, (vii) Excluded Real Property and any leased real property, (viii) any property or assets to the extent that any law applicable thereto prohibits the creation of a security interest therein or would require a consent not obtained of any Governmental Authority, (ix) any Stock in Persons that are not wholly-owned Subsidiaries of the Parent that are subject to an enforceable negative pledge provision, (x) the Liberty Mutual Account and the Preferred Payment Escrow Account, and (xi) assets subject to Liens permitted pursuant to clauses (o) or (u) of the definition of Permitted Liens to the extent the grant of a security interest or Lien thereon to the Agent is prohibited by the terms thereof (collectively, the “Excluded Collateral”).
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each of the Secured Party Parties, to secure the Secured Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims listed on Schedule 1;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral (including the Pledged Notes);
(n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor’s Securities Accounts;
(p) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any other Secured Party;; and
(mr) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Farm Products, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include the following (collectively, the “Excluded Assets”): (i) motor vehicles and other assets subject to certificates of title (except to the extent a security interest therein can be perfected by the filing of Uniform Commercial Code financing statements); (ii) any rights or interest in any Real Estate Asset that is not a Material Real Estate Asset; (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark or service ▇▇▇▇ applications under applicable federal law; provided, that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; (iv) Capital Stock in any Person, other than any wholly-owned Subsidiary of a Grantor, to the extent a security interest therein is not permitted by the terms of such Person’s organizational documents or joint venture documents (it being understood that, as of the Closing Date, no Capital Stock constitutes an Excluded Asset under this clause (iv)) (in each case, as in effect on the date such Capital Stock was acquired), solely to the extent that (1) such joint venture or other investment is permitted under Section 6.07 of the Credit Agreement and (2) such restriction was not created or entered into in contemplation of the acquisition of such Capital Stock; provided that the exclusion in this clause (iv) shall in no way be construed to apply to the extent that any described prohibition is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code (or any successor provision or provisions) or other applicable law (including the Bankruptcy Code) or applicable principles of equity; provided further, that immediately upon the ineffectiveness (and for so long as it remains ineffective), lapse or termination of any such restriction, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such Capital Stock as if such restriction had never been in effect; (v) any lease, license or other agreement to which a Grantor is a party, or any property subject to a purchase money security interest, Capital Lease or similar arrangement, in each case, to the extent that a grant of a security interest therein in favor of Agent would constitute a default or forfeiture under, or violate or invalidate, such lease, license or other agreement, or such purchase money security interest, Capital Lease or similar arrangement, or create a right of termination in favor of any other party thereto (other than a Grantor or a Subsidiary of a Grantor), solely to the extent that (1) such lease, license or other agreement, or such purchase money security interest, Capital Lease or similar arrangement, is permitted under the Loan Documents and (2) such default, forfeiture, prohibition, invalidation or right of termination (as applicable) was not created in contemplation of this Agreement or any other Loan Document; provided that the exclusion in this clause (v) shall in no way be construed to apply to the extent that any described default, forfeiture, restriction, prohibition, invalidation or right of termination (as applicable) is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code (or any successor provision or provisions) or other applicable law (including the Bankruptcy Code) or applicable principles of equity; provided further, that immediately upon the ineffectiveness (and for so long as it remains ineffective), lapse or termination of any such default, forfeiture, prohibition, restriction, invalidation or right of termination, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such lease, license or other agreement, or such property subject to purchase money security interest, Capital Lease or similar arrangement as if such default, forfeiture, prohibition, restriction, invalidation or right of termination had never been in effect; (vi) any property or assets with respect to which the granting of security interests in such assets would (1) be prohibited by applicable law, rule or regulation, (2) be prohibited under the terms of any contractual obligation binding on the applicable Grantor at the time the applicable property or asset was acquired (so long as such prohibition was not entered into in contemplation of such acquisition), or (3) require the consent, approval, license or authorization of any Person (including any Governmental Authority) (other than a Grantor or a Subsidiary of a Grantor) (so long as such consent, approval, license or authorization right (as applicable) was not created in contemplation of this Agreement or any other Loan Document); provided that the exclusion in this clause (vi) shall in no way be construed to apply to the extent that any described restriction, prohibition, or requirement of consent, approval, license or authorization (as applicable) is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code (or any successor provision or provisions) or other applicable law (including the Bankruptcy Code) or applicable principles of equity; provided further, that immediately upon the ineffectiveness (and for so long as it remains ineffective), lapse or termination of any such law, rule, regulation, term, prohibition, condition or requirement, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such property or assets as if such law, rule, regulation, term, prohibition, condition or requirement had never been in effect; (vii) assets located outside the United States to the extent a security interest in such assets could reasonably be expected to result in material adverse tax consequences to the Grantors; (viii) Excluded Accounts; (ix) any Margin Stock; (x) Capital Stock of any Excluded Entities to the extent a pledge thereof is prohibited by the terms of such Person’s third party Indebtedness (so long as such prohibition was not created in contemplation of this Agreement or any other Loan Document); provided further, that immediately upon any Subsidiary ceasing to be an Excluded Entity, or upon the ineffectiveness (and for so long as it remains ineffective), lapse or termination of any such prohibition, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all Capital Stock of such Subsidiary as if such Subsidiary had never been an Excluded Entity or as if such prohibition had never been in effect; (xi) those assets as to which Lead Borrower and the Agent mutually agree in writing that the cost and/or burden of obtaining a grant of a Lien on such assets to secure the Secured Obligations outweighs the benefit to the Secured Parties; (xii) (I) Letter of Credit Rights, which individually have a value or face amount of less than or equal to the De Minimis Amount (except to the extent a security interest therein can be perfected by the filing of Uniform Commercial Code financing statements) and (II) Letter of Credit Rights which individually have a value or face amount of greater than the De Minimis Amount, which in the aggregate at any one time for all such Letter of Credit Rights, have an aggregate value or face amount of $500,000 or less (except to the extent a security interest therein can be perfected by the filing of Uniform Commercial Code financing statements); and (xiii) (I) commercial tort claims, which individually have an aggregate amount claimed that is less than or equal to the De Minimis Amount and (II) commercial tort claims which individually have an aggregate amount claimed that is greater than the De Minimis Amount, which in the aggregate at any one time for all such commercial tort claims, have an aggregate amount claimed that is not in excess of $500,000; provided, that (A) Excluded Assets shall not include, and the foregoing exclusions shall in no way be construed to limit, impair, or otherwise affect any of Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to, (1) monies due or to become due, or any income stream, receivables, payment intangibles or proceeds arising, under or in connection with any of the property or assets described in the foregoing clauses (i) through (xiii), or (2) any proceeds from the sale, license, lease, or other disposition of any such property or assets, in each case, other than to the extent such monies, income stream, receivables, payment intangibles or proceeds otherwise qualify as Excluded Assets, (B) the Proceeds of any Excluded Assets shall not constitute Excluded Assets (unless such Proceeds otherwise qualify as Excluded Assets) and (C) the Grantors shall from time to time at the reasonable request of Agent, give written notice to Agent identifying in reasonable detail the Excluded Assets and shall provide to Agent such other information regarding the Excluded Assets as Agent may reasonably request.
Appears in 1 contract
Grant of Security. Each The Grantor hereby unconditionally grants, assigns, assigns and pledges to each Secured Party the Purchaser, and hereby grants to the Purchaser a separate, continuing security interest (eachin, a “Security Interest” and, collectively, all of the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:(the "COLLATERAL"):
(a) all equipment in all of its forms, wherever located, now or hereafter existing, all fixtures and all parts thereof and all accessions thereto (any and all such Grantor’s Accountsequipment, fixtures, parts and accessions being the "EQUIPMENT");
(b) all inventory in all of its forms, wherever located, now or hereafter existing (including, but not limited to, (i) all raw materials and work in process therefor, finished goods thereof, and materials used or consumed in the manufacture or production thereof, (ii) goods in which the Grantor has an interest in mass or a joint or other interest or right of any kind (including, without limitation, goods in which the Grantor has an interest or right as consignee), and (iii) goods which are returned to or repossessed by the Grantor), 18 and all accessions thereto and products thereof and documents therefor (any and all such Grantor’s Booksinventory, accessions, products and documents being the "INVENTORY");
(c) all accounts, contract rights, chattel paper, instruments, deposit accounts, general intangibles and other obligations of any kind, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights now or hereafter existing in and to all security agreements, leases, and other contracts securing or otherwise relating to any such Grantor’s Chattel Paper;accounts, contract rights, chattel paper, instruments, deposit accounts, general intangibles or obligations (any and all such accounts, contract rights, chattel paper, instruments, deposit accounts, general intangibles and obligations being the "Receivables", and any and all such leases, security agreements and other contracts being the "Related Contracts"); and
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control proceeds of any Secured Party;
(m) and all of the foregoing Collateral (including, without limitation, proceeds and products, whether tangible or intangible, of any which constitute property of the foregoing, including proceeds types described in clauses (a) - (c) of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, this Section 1) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Purchaser is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing Collateral and (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertyii) cash.
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (Vision Twenty One Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Party Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties a separate, continuing security interest (eachin, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s its right, title, title and interest in and to the following, whether now owned or hereafter existing or acquired or arising and wherever located:(collectively, the "Collateral"):
(a) all Equipment of such Grantor’s Accounts;
(b) all Inventory of such Grantor’s Books;
(c) all Receivables Collateral forms, including all Accounts, Documents, Instruments, Health-Care-Insurance Receivables and Chattel Paper, of such Grantor’s Chattel Paper;
(d) to the extent not included under clause (c) above, all Material Contract Collateral of such Grantor’s Deposit Accounts;
(e) all General Intangibles, including all Payment Intangibles, of such Grantor’s Equipment and fixtures;
(f) all Supporting Obligations of such Grantor’s General Intangibles;
(g) all Investment Property, including all Securities Accounts, of such Grantor’s Inventory;
(h) all Deposit Accounts of such Grantor’s Investment Related Property;
(i) all Commercial Tort Claims of such Grantor’s Negotiable CollateralGrantor described in Part E of Schedule I hereto (as such Schedule may be supplemented from time to time pursuant to Section 4.14 or otherwise);
(j) all other Goods of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims's books, records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing in this Section 2.1;
(l) all of such Grantor’s money's other property and rights of every kind and description and interests therein, cashincluding all moneys, cash equivalentssecurities and other property, or other assets of each such Grantor that now or hereafter come into held or received by, or in transit to, the possessionAdministrative Agent or any Secured Party from or for such Grantor, whether for safekeeping, pledge, custody, transmission, collection or control of any Secured Party;otherwise; and
(m) all Proceeds of any and all of the proceeds and products, whether tangible or intangible, of any of foregoing Collateral. Notwithstanding the foregoing, including proceeds (i) no account, instrument, chattel paper or other obligation or property of insurance or Commercial Tort Claims covering or relating to any or all of the foregoingkind due from, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, moneyowed by, or other tangible belonging to, a Sanctioned Person or intangible property resulting from Sanctioned Entity, (ii) any lease in which the sale, lease, license, exchange, collection, lessee is a Sanctioned Person or other disposition Sanctioned Entity or (iii) any key man life insurance policy of any of which the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, Borrower or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever Guarantor is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertya beneficiary shall be Collateral.
Appears in 1 contract
Sources: Security Agreement (Integra Lifesciences Holdings Corp)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Canadian Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter Grantor’s present and after-acquired or arising personal property, and wherever located (collectively, the “Collateral”), including, without limitation, all of such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsDocuments of Title;
(e) all of such Grantor’s Equipment and Instruments;
(f) all of such Grantor’s Deposit Accounts;
(g) all of such Grantor’s Equipment;
(h) all of such Grantor’s Goods;
(i) all of such Grantor’s fixtures;
(fj) all of such Grantor’s General Intangibles;
(gk) all of such Grantor’s Inventory;
(hl) all of such Grantor’s Investment Related Property;
(im) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(n) all of such Grantor’s Negotiable CollateralCollateral (including all of such Grantor’s Pledged Notes);
(jo) all of such Grantor’s rights in respect Pledged Interests (including all of Supporting Obligationssuch Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(kp) all of such Grantor’s Commercial Tort ClaimsSecurities Accounts;
(lq) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the PPSA) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Supporting ObligationsPledged Interests, moneySecurities Accounts, Documents of Title, Money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) Investment Property or General Intangibles constituting the voting Equity Interest of a Grantor in or to any Foreign Subsidiary or foreign joint venture that is not a Subsidiary or joint venture organized under the laws of the United States of America, (ii) any property subject to any negative pledge clauses or other restrictions on assignment pursuant to Capital Leases, Synthetic Lease Obligations or documentation regarding Purchase Money Indebtedness or other purchase money security interests, or other property as contemplated under clause (e)(iii) of the definition of Permitted Indebtedness in the Credit Agreement, if the Liens granted pursuant to such Capital Leases, Synthetic Lease Obligations or documentation regarding Purchase Money Indebtedness or other purchase money security interests or documentation are Permitted Liens and the Indebtedness incurred thereunder is permitted to be incurred under Section 6.1 of the Credit Agreement (provided that such property shall be considered Collateral immediately and automatically when such property is not subject to such documentation); (iii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein would result in the abandonment, invalidation, unlawfulness or unenforceability of any right or interest of any Grantor therein or is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (iii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective or unenforceable under the PPSA or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of this clause (iii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Canadian Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); or (iv) any fee or leasehold interests in Real Property prior to Agent’s request for a Mortgage following the occurrence of an Event of Default; or (v) any motor vehicles.
Appears in 1 contract
Sources: Canadian Guaranty and Security Agreement (American Reprographics CO)
Grant of Security. (a) Each Grantor hereby unconditionally grants, assigns, assigns and pledges to each Secured Party Agent, for the benefit of itself and the ratable benefit of the Holders, a separate, continuing security interest (each, a “hereinafter referred to as the "Security Interest” and, collectively, the “Security Interests”") in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s 's right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
located (a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;the "Collateral"):
(i) all of such Grantor’s 's Accounts;
(ii) all of such Grantor's Books;
(iii) all of such Grantor's Chattel Paper;
(iv) all of such Grantor's interest with respect to any Deposit Account;
(v) all of such Grantor's Equipment and fixtures;
(vi) all of such Grantor's General Intangibles;
(vii) all of such Grantor's Inventory;
(viii) all of such Grantor's Investment Related Property;
(ix) all of such Grantor's Negotiable Collateral;
(jx) all of such Grantor’s 's rights in respect of Supporting Obligations;
(kxi) all of such Grantor’s 's interest with respect to any Commercial Tort Claims;
(lxii) all of such Grantor’s 's money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyAgent (or its agent or designee);
(mxiii) all of such Grantor's Hydrocarbons and Hydrocarbon Interests;
(xiv) all of such Grantor's Oil and Gas Properties; and
(xv) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims commercial tort claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoingproperty of Grantors, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty Guarantee payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “"Proceeds”"). Without limiting the generality of the foregoing, the term “"Proceeds” " includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty Guarantee payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything herein to the contrary, the term "Collateral" shall not include, and no Grantor is pledging, nor granting a security interest hereunder in, any of such Grantor's right, title or interest in (A) any license, contract or agreement to which such Grantor is a party as of the date hereof or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the express terms of such license, contract or agreement on the date hereof result in a breach of the terms of, or constitute a default under, such license, contract or agreement (other than to the extent that any such term (i) has been waived or (ii) would be rendered ineffective pursuant to Sections 9-406, 9-408, 9-409 of the Code or other applicable provisions of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that (x) immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such right, title and interest as if such provision had never been in effect and (y) the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect Agent's unconditional continuing security interest in and liens upon any rights or interest of a Grantor in or to the proceeds of, or any monies due or to become due under, any such license, contract or agreement or (B) all intent-to-use United States trademark applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. ss. 1051(c) or 15 U.S.C. ss. 1051(d), respectively, or if filed, has not been deemed in conformance with 15 U.S.C. ss. 1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office, provided that, upon such filing and acceptance, such intent-to-use applications shall be included in the definition of Collateral.
Appears in 1 contract
Sources: Security Agreement (Dune Energy Inc)
Grant of Security. Each Grantor The Borrower hereby unconditionally grants, assigns, assigns and pledges to each Secured Party the Lender Group, and hereby grants to HH, as collateral agent for the Lender Group (the "Collateral Agent"), a separate, continuing security interest in, the following (each, a “Security Interest” and, collectively, the “Security Interests”"Collateral"):
(a) in all assets of such Grantor (other than Real Property) the Borrower's right, title and interest, whether now owned or hereafter acquired acquired, in and to all equipment in all of its forms, wherever located, now or hereafter existing, all fixtures and all parts thereof and all accessions thereto (any and all such equipment, fixtures, parts and accessions being the "Equipment");
(b) all of the Borrower's right, title and interest, whether now owned or hereafter acquired, in and to all inventory in all of its forms, wherever located, now or hereafter existing (including, but not limited to, (i) all raw materials and work in process therefor, finished goods thereof and materials used or consumed in the manufacture or production thereof, (ii) goods in which the Borrower has an interest in mass or a joint or other interest or right of any kind (including, without limitation, goods in which the Borrower has an interest or right as consignee) and (iii) goods that are returned to or repossessed by the Borrower), and all accessions thereto and products thereof and documents therefor (any and all such inventory, accessions, products and documents being the "Inventory");
(c) all of the Borrower's right, title and interest, whether now owned or hereafter acquired, in and to all accounts, contract rights, chattel paper, instruments, deposit accounts, general intangibles and other obligations of any kind, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and wherever located all rights now or hereafter existing in and to all security agreements, leases and other contracts securing or otherwise relating to any such accounts, contract rights, chattel paper, instruments, deposit accounts, general intangibles or obligations (any and all such accounts, contract rights, chattel paper, instruments, deposit accounts, general intangibles and obligations, to the extent not referred to in clause (d), (e) or (f) below, being the "Receivables", and any and all such leases, security agreements and other contracts being the "Related Contracts");
(d) all of the Borrower's right, title and interest in and to each of the agreements to which the Borrower is now or may hereafter become a party, in each case as such agreements may be amended or otherwise modified from time to time (collectively, the “Collateral”"Assigned Agreements"), including, without limitation, such Grantor’s right, title, and interest in (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the followingAssigned Agreements, whether now owned or hereafter acquired or arising and wherever located:
(aii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of the Borrower to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder (all such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCollateral being the "Agreement Collateral");
(e) all of such Grantor’s Equipment and fixtures;
the following (f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;collectively, the "Account Collateral"):
(i) all deposit accounts of the Borrower, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing such Grantor’s Negotiable Collateral;
deposit accounts; (jii) all notes, certificates of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s moneydeposit, cashdeposit accounts, cash equivalents, checks and other instruments from time to time hereafter delivered to or other assets of each such Grantor that now otherwise possessed by the Lender Group for or hereafter come into the possession, custody, or control of any Secured Party;
(m) all on behalf of the proceeds and products, whether tangible Borrower in substitution for or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating in addition to any or all of the foregoingthen existing Account Collateral; and (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and or all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and then existing Account Collateral; and
(f) all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the aboveforegoing Collateral (including, whether insured or not insuredwithout limitation, proceeds that constitute property of the types described in clauses (a) - (e) of this Section 1.7) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Lender Group is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of any loss or damage to, to or otherwise with respect to any of the foregoing Collateral and (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertyii) cash.
Appears in 1 contract
Sources: Loan Agreement (Naturade Inc)
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, and hereby confirms, reaffirms and restates its prior grant and pledge, to secure the Secured Party Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Fixtures;
(h) all of such Grantor’s General Intangibles;
(gi) all of such Grantor’s Inventory;
(hj) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort ClaimsIntellectual Property and Intellectual Property Licenses;
(l) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);
(m) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(n) all of such Grantor’s Securities Accounts;
(o) all of such Grantor’s Supporting Obligations;
(p) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mq) all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Equity Interests of any CFC or CFC Holdco, solely to the extent that such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC or CFC Holdco (any such pledge shall be governed by the laws of the State of New York), (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests), (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law; provided, that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral, (iv) any leasehold interest except to the extent a security interest therein can be perfected by the filling of a financing statement, (v) any fee ownership interests in Real Property that has a fair market value of less than $10,000,000 or that is located in a jurisdiction other than the U.S., (vi) interests in joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent of one or more third parties other than Grantors or any of their respective Wholly-Owned Subsidiaries (after giving effect to any applicable anti-assignment provision of the Code or other applicable law), and (vii) those assets as to which the Agent and the Borrowers agree that the costs of obtaining such a security interest or perfection thereof are excessive in relation to the value to the Lenders of the security to be afforded thereby.
Appears in 1 contract
Sources: Guaranty and Security Agreement (BlueLinx Holdings Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to the Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) : all of such Grantor’s Accounts;
(b) ; all of such Grantor’s Books;
(c) ; all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) ; all of such Grantor’s Commercial Tort Claims;
; all of such Grantor’s Deposit Accounts; all of such Grantor’s Equipment; all of such Grantor’s Farm Products; all of such Grantor’s Fixtures; all of such Grantor’s General Intangibles; all of such Grantor’s Inventory; all of such Grantor’s Investment Property; all of such Grantor’s Intellectual Property and Intellectual Property Licenses; all of such Grantor’s Negotiable Collateral (l) including all of such Grantor’s Pledged Notes); all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements); all of such Grantor’s Securities Accounts; all of such Grantor’s Supporting Obligations; all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of the Agent (or its agent or designee) or any Secured Party;
(m) other member of the Lender Group; all of such Grantor’s other personal property; and all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (collectively, the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party the Agent from time to time with respect to any of the Investment Related Property. For the avoidance of doubt and without duplication of any of the foregoing above in clauses (a) through (s), Collateral shall include all of the Grantors’ property that constitutes ABL Priority Collateral and/or Noteholder Priority Collateral.
Appears in 1 contract
Sources: Credit Agreement (Chiquita Brands International Inc)
Grant of Security. Each As security for the prompt and complete payment and performance in full when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code) of all Secured Obligations, each Grantor hereby unconditionally grantspledges, assigns, transfers and pledges grants to each Secured Party the Security Agent, for its benefit and for the benefit of the Senior Finance Parties, a separate, continuing security interest (eachin and Lien on all of its right, a “Security Interest” andtitle and interest in, collectivelyto and under the following, the “Security Interests”) in all assets of such Grantor (other than Real Property) each case whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned existing or hereafter acquired or arising and wherever located:
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s BooksChattel Paper;
(c) all of such Grantor’s Chattel PaperDocuments;
(d) all General Intangibles, including all Intellectual Property and that portion of such Grantor’s Deposit Accountsthe Pledged Collateral constituting General Intangibles;
(e) all Goods and personal property of such any Grantor’s Equipment , whether tangible or intangible, wherever located, including Money, Letter of Credit Rights, including all rights of payment or performance under letters of credit, and fixturesany secondary obligation that supports the payment or performance of an Account, Chattel Paper, a Document, a General Intangible, a Payment Intangible, an Instrument, Investment Property or any other Collateral;
(f) all Instruments, including that portion of such Grantor’s General IntangiblesPledged Collateral constituting Instruments;
(g) all of such Grantor’s InventoryDeposit Accounts, including all Cash Collateral Accounts constituting Deposit Accounts;
(h) all of such Grantor’s Investment Related PropertyInsurance;
(i) all Investment Property, including all Control Accounts, all Cash Collateral Accounts constituting Investment Property, and that portion of such Grantor’s Negotiable Collateralthe Pledged Collateral constituting Investment Property;
(j) all property of any Grantor held by the Security Agent or any Secured Party, including all property of every description in the possession or custody of or in transit to the Security Agent or such Secured Party for any purpose, including safekeeping, collection or pledge, for the account of such Grantor’s rights in respect of Supporting Obligations, or as to which such Grantor may have any right or power;
(k) all of such Grantor’s Accounts Receivable and Accounts Receivable Records;
(l) all Commercial Tort Claims;
(lm) all of such Grantor’s moneyVehicles; A07164677/5.0/13 Dec 2006
(n) all books and Records pertaining to the property described in this Section 2.1, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Partyincluding all Collateral Records;
(mo) to the extent not otherwise included, all Money or other property of any kind which is received by such Grantor in connection with refunds with respect to taxes, assessments and governmental charges imposed on such Grantor or any of its property or income;
(p) to the proceeds extent not otherwise included, all causes of action and productsall Money and other property of any kind received therefrom, whether tangible or intangibleand all Money and other property of any kind recovered by any Grantor;
(q) to the extent not otherwise included, of all Collateral Support and Supporting Obligations relating to any of the foregoing; and
(r) to the extent not otherwise included, including proceeds all Proceeds of insurance each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of or Commercial Tort Claims covering or relating to in respect of any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition Proceeds of any of the foregoinginsurance, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity warranty or guaranty payable to any Grantor or any Secured Party from time to time with respect to the foregoing. For avoidance of doubt it is expressly understood and agreed that, to the extent the UCC is revised subsequent to the date hereof such that the definition of any of the Investment Related Propertyforegoing terms included in the description of Collateral is changed, the parties hereto desire that any property that is included in such changed definitions that would not otherwise be included in the foregoing grants on the date hereof be included in such grants immediately upon the effective date of such revision, it being the intention of each Grantor that the description of Collateral set forth above be construed to include the broadest possible range of assets (except as specifically excluded by Section 2.2). Notwithstanding the immediately preceding sentence, the foregoing grants are intended to apply immediately on the date hereof to all Collateral to the fullest extent permitted by applicable law regardless of whether any particular item of Collateral is currently subject to the UCC.
Appears in 1 contract
Sources: Pledge and Security Agreement (Allied Healthcare International Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a herein referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property, tangible or intangible, of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Grantor, Secured Party or an Investor from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Sources: Security Agreement (Pedevco Corp)
Grant of Security. (a) Each Grantor hereby unconditionally grants, assignsassigns and transfers to the Collateral Agent, and pledges hereby grants to each the Collateral Agent, for the ratable benefit of the Secured Party Parties, a separate, continuing security interest (eachin, a “Security Interest” andall of the personal property of such Grantor, collectivelyincluding, without limitation, the “Security Interests”) following property, in all assets of such Grantor (other than Real Property) whether each case, wherever located and now owned or at any time hereafter acquired by such Grantor or arising and wherever located in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), includingas collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, without limitation, such Grantor’s right, title, and interest in and to by acceleration or otherwise) of the following, whether now owned or hereafter acquired or arising and wherever locatedSecured Obligations:
(ai) all of such Grantor’s Accounts;
(bii) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(diii) all of such Grantor’s Contracts;
(iv) all Deposit Accounts;
(ev) all of such Grantor’s Equipment and fixturesDocuments;
(fvi) all of such Grantor’s Equipment;
(vii) all General Intangibles;
(gviii) all of such Grantor’s Instruments;
(ix) all Insurance
(x) all Intellectual Property;
(xi) all Inventory;
(hxii) all Investment Property (other than the Capital Stock of such Grantor’s Investment Related Propertythe FCC License Subsidiaries);
(ixiii) all Letter of such Grantor’s Negotiable CollateralCredit Rights;
(jxiv) all of such Grantor’s rights in respect of Supporting ObligationsMoney;
(kxv) all of such Grantor’s Commercial Tort ClaimsVehicles;
(lxvi) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyGoods not otherwise described above;
(mxvii) any Collateral Account;
(xviii) all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon;
(xix) each of the commercial tort claims set forth on Schedule 10 (as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time) that equal or exceed $5,000,000;
(xx) to the extent not otherwise included, all other property of the Grantor and all Proceeds and products, accessions, rents and profits of any and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any foregoing and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateralcollateral security, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of Obligations and guarantees given by any of the foregoing, the proceeds of any award in condemnation Person with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, ; and,
(xxi) solely to the extent not otherwise includedpermitted under applicable law, rules or regulations, including rules and regulations of the Federal Communications Commission, the Equity Interests of the FCC License Subsidiaries. Notwithstanding anything to the contrary in this Agreement, none of the Excluded Assets shall constitute Collateral for so long as such property or assets constitute Excluded Assets.
(b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Collateral Agent or any Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Collateral, including, without limitation, any indemnityAccounts, warrantyany Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Collateral Agent nor any Secured Party shall have any obligation or guaranty payable liability under any of such agreements by reason of loss or damage to, arising out of this Agreement or otherwise with respect to any of other document related thereto nor shall the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or Collateral Agent nor any Secured Party from time have any obligation to time with respect make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including, without limitation, any agreements relating to any Accounts, any Contracts, Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the Investment Related Propertycontracts and agreements included in the Collateral.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each of the Secured Party Creditors, to secure the Secured Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any of the Secured Party;Creditors; and
(m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) capital stock of any Immaterial Subsidiary or voting Equity Interests of any CFC or FSHCO, solely to the extent that such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC or FSHCO; (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property, or any other agreement of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver (x) is required by the Borrower, the MLP or any other Grantor or (y) has been obtained that would permit Agent’s security interest or lien notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s or any Secured Creditor’s continuing security interests in and Liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); (iii) any United States intent-to-use trademark or service ▇▇▇▇ applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; (iv) Equipment or other assets owned by any Grantor on the date hereof or hereafter acquired that is subject to a Lien securing indebtedness in respect of purchase money financing or similar arrangement or Capitalized Lease Obligations permitted to be incurred pursuant to the provisions of the Revolving Credit Agreement if the contract or other agreement in which such Lien is granted (or the documentation providing for such indebtedness in respect of purchase money financing) prohibits the creation of any other Lien on such Equipment or other assets (after giving effect to the applicable anti-assignment provisions of the Code or other applicable law and other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Code or other applicable law notwithstanding such prohibition); (v) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of the Code; (vi) interests in any partnership, joint venture or non-wholly owned subsidiary to the extent and for so long as the documents governing such interests in such partnership, joint venture, or non-wholly owned subsidiary prohibit the granting of a security interest therein without the consent of one or more third parties (other than another Credit Party); (vii) any property of a Person existing at the time such Person is acquired or merged with and into or consolidated with a Grantor in a transaction permitted by the Revolving Credit Agreement and to the extent such property is subject to a Permitted Lien (and any refinancing thereof permitted by the Revolving Credit Agreement) to the extent and for so long as the contract or other agreement in which such Lien is granted prohibits the creation of any other Lien on such property; (viii) any property to the extent that such grant of a security interest therein is prohibited by any Requirements of Law of a Governmental Authority or requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law by, except to the extent that such Requirement of Law providing for such prohibition or requiring such consent is ineffective under applicable law, (ix) any Collateral that constitutes motor vehicles or other assets subject to a certificate of title statute, (x) any leasehold interest of any Grantor as lessee in Real Property but not any Collateral located on such Real Property; (xi) any fee interest in Real Property with a fair market value less than $5,000,000 other than any Real Property encumbered by a Mortgage, (xii) any Collateral which would result in adverse tax consequences to the Borrower (as reasonably determined by the Borrower in writing delivered to the Agent), and (xiii) any Collateral as to which the Agent and the Borrower reasonably agree in writing that the cost or other consequences of obtaining a security interest or perfection thereof is excessive when compared to the benefit to the Secured Creditors of the security afforded thereby (as confirmed by written notice to the Borrower). It is hereby understood and agreed that any property described in the preceding proviso, and any property that is otherwise expressly excluded from clauses (i) through (xii) above, shall be excluded from the definition of “Collateral” and shall constitute “Excluded Property”; provided, however, “Excluded Property” shall not include (i) any fee or leasehold parcel of Real Property which, notwithstanding its value, is, as determined by the Borrower in good faith, necessary or integral to the operation of the Plant or to the business of the Credit Parties or to the utility or value of other Mortgaged Property, (ii) any asset or property which secures obligations under the Existing Term Loan Credit Agreement and (iii) any Proceeds, products, substitutions or replacements of Excluded Property (unless such Proceeds, products, substitutions or replacements would otherwise constitute Excluded Property). In addition, in no event shall (a) control agreements or control or similar arrangements be required with respect to deposit accounts or securities accounts, (b) notices be required to be sent to account debtors or other contractual third-parties prior to the occurrence and during the continuance of an Event of Default or (c) pledge agreements or security agreements governed under the laws of any non-U.S. jurisdiction be required.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party Agent, for the benefit of the Holder, a separate, continuing security interest (each, a herein referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property and Real Property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, such including Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s InventoryGoods;
(h) all of such Grantor’s Inventory;
(i) all of Grantor’s Investment Related Property;
(ij) all of such Grantor’s Negotiable Collateral;
(jk) all of such Grantor’s rights in respect of Supporting Obligations;
(kl) all of such Grantor’s Commercial Tort Claims;
(lm) all of such Grantor’s money, cash, cash equivalents, money or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;Agent or Holder; and
(mn) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, assigns and pledges to the Designated Note Purchaser for the benefit of each of the Secured Party Parties, and hereby grants to the Designated Note Purchaser for the benefit of each of the Secured Parties a separate, continuing security interest (eachin, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s its right, title, title and interest in and to the following, whether now owned or hereafter existing or acquired or arising and wherever located:(collectively, the "COLLATERAL"):
(a) all Equipment in all of such its forms of Grantor’s Accounts;
(b) all Inventory in all of its forms of Grantor, PROVIDED, HOWEVER, that the Lien created hereby in such Grantor’s BooksInventory shall be junior and subordinate to the Axcan Lien (and no other Liens) so long as the Axcan Note remains outstanding;
(c) all Receivables Collateral in all of such Grantor’s its forms, including all Accounts, Documents, Instruments and Chattel Paper, of Grantor;
(d) all General Intangibles in all of such its forms, including all Payment Intangibles, of Grantor’s Deposit Accounts;
(e) all Assigned Agreements to which Grantor is now or may hereafter become a party and all Accounts thereunder, including (i) all rights of such Grantor’s Equipment Grantor to receive moneys due and fixturesto become due under or pursuant to the Assigned Agreements, (ii) all rights of Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of Grantor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of Grantor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder;
(f) all Supporting Obligations of such Grantor’s General Intangibles;
(g) all Intellectual Property Collateral in all of such its forms of Grantor’s Inventory;
(h) all Investment Property in all of such its forms, including all Securities Accounts, of Grantor’s Investment Related Property;
(i) all Deposit Accounts of such Grantor’s Negotiable Collateral;
(j) all Commercial Tort Claims of Grantor described in PART E of SCHEDULE I hereto (as such Grantor’s rights in respect of Supporting ObligationsSchedule may be supplemented from time to time pursuant to SECTION 4.12 or otherwise);
(k) all other Goods of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money's books, cashrecords, cash equivalentswritings, data bases, information and other property relating to, used or other assets useful in connection with, evidencing, embodying, incorporating or referring to, any of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Partyforegoing in this SECTION 2.1;
(m) except for any real property interest of the Grantor, all of Grantor's other property and rights of every kind and description and interests therein, including all moneys, securities and other property, now or hereafter held or received by, or in transit to, the Designated Note Investor from or for Grantor, whether for safekeeping, pledge, custody, transmission, collection or otherwise; and
(n) all Proceeds of any and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable foregoing Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns and transfers to the Collateral Agent, and pledges hereby grants to each the Collateral Agent, for the ratable benefit of the Secured Party Parties, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether its right, title and interest in and to all of its undertaking and all of its present and after acquired personal property, including, without limitation, all of the following property now owned or at any time hereafter acquired by such Grantor or arising and wherever located in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), includingas collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, without limitation, by acceleration or otherwise) of such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever locatedSecured Obligations:
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s BooksChattel Paper;
(c) all of such Grantor’s Chattel PaperContracts;
(d) all of such Grantor’s Deposit Accounts;
(e) all Documents of such Grantor’s Equipment and fixturesTitle (other than title documents with respect to Vehicles);
(f) all of such Grantor’s General IntangiblesEquipment;
(g) all of such Grantor’s Inventoryfixtures;
(h) all of such Grantor’s Investment Related Property;Goods
(i) all of such Grantor’s Negotiable CollateralIntangibles;
(j) all of such Grantor’s rights in respect of Supporting ObligationsInstruments;
(k) all of such Grantor’s Commercial Tort ClaimsIntellectual Property;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyInventory;
(m) all Investment Property;
(n) all Money;
(o) all Receivables;
(p) all Pledged Collateral
(q) all other property not otherwise described above (except for any property specifically excluded from any clause in this section above, and any property specifically excluded from any defined term used in any clause of this section above);
(r) all books and records pertaining to the proceeds Collateral; and
(s) to the extent not otherwise included, all Proceeds and products, whether tangible or intangible, products of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or and all of the foregoing, and any foregoing and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of collateral security and guarantees given by any of the foregoing, the proceeds of any award in condemnation Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in (i) any property to the extent that the grant of a security interest therein (A) is prohibited by any requirements of law of a governmental authority, (B) requires a consent not obtained of any governmental authority pursuant to such requirement of law, (C) is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any rebates contract, license, agreement instrument or refundsother document evidencing or giving rise to such property or, whether in the case of Equity Interests of a non-Wholly Owned Subsidiary, any applicable shareholder or similar agreement, except to the extent that the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for taxes such prohibition, breach, default or otherwisetermination or requiring such consent is ineffective under applicable law, (ii) relates to Equipment owned by any Grantor that is subject to a purchase money Lien or a capital lease which is permitted by the Indenture and any Additional Pari Passu Agreements if the contract or other agreement in which such Lien is granted (or in the documentation providing for such capital lease) prohibits or requires the consent of any Person as a condition to the creation of any other Lien on such Equipment, or (iii) is in proceeds and products of any and all of the assets described in clauses (i) and (ii) above only to the extent that such proceeds and products would constitute property or assets of any such proceedsthe type described in clauses (i) and (ii). In addition, notwithstanding anything herein to the contrary, in the event that Rule 3-16 of Regulation S-X under the U.S. Securities Act requires (or is replaced with another rule or regulation, or any portion thereof other law, rule or interest thereinregulation is adopted, and which would require) the proceeds thereof, and all proceeds filing with the SEC (or any other governmental agency) of separate financial statements of any loss of, damage to, or destruction Grantor that is a Subsidiary of the aboveIssuer due to the fact that such Subsidiary’s Equity Interests or other securities of such Grantor secure the Notes and/or Permitted Additional Pari Passu Obligations affected thereby, whether insured or then the Equity Interests and such other securities of such Grantor will automatically be deemed not insured, and, to be part of the Collateral securing the Notes and/or Permitted Additional Pari Passu Obligations affected thereby but only to the extent necessary to not otherwise includedbe subject to such requirement, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise only for so long as required to not be subject to such requirement and only with respect to any Obligations affected thereby. In the event that Rule 3-16 of Regulation S-X under the foregoing U.S. Securities Act is amended, modified or interpreted by the U.S. Securities and Exchange Commission (the “ProceedsSEC”). Without limiting ) to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Grantor’s Equity Interests and other securities to secure the generality Notes and/or Permitted Additional Pari Passu Obligations in excess of the foregoingamount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Grantor, then the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether Equity Interests and other securities of such disposition is voluntary or involuntary, and includes proceeds Grantor will automatically be deemed to be a part of any indemnity or guaranty payable the Collateral for the relevant Notes and/or Permitted Additional Pari Passu Obligations but only to the extent necessary to not be subject to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertysuch financial statement requirement.
Appears in 1 contract
Sources: Canadian Collateral Agreement (Thompson Creek Metals CO Inc.)
Grant of Security. (a) Each Grantor hereby unconditionally grants, assigns, assigns and pledges to each Secured Party a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(ai) all of such Grantor’s Accounts;
(bii) all of such Grantor’s Books;
(ciii) all of such Grantor’s Chattel Paper;
(div) all of such Grantor’s interest with respect to any Deposit AccountsAccount;
(ev) all of such Grantor’s Equipment and fixtures;
(fvi) all of such Grantor’s General Intangibles;
(gvii) all of such Grantor’s Inventory;
(hviii) all of such Grantor’s Investment Related Property;
(iix) all of such Grantor’s Negotiable Collateral;
(jx) all of such Grantor’s rights in respect of Supporting Obligations;
(kxi) all of such Grantor’s interest with respect to any Commercial Tort Claims;
(lxii) all of such Grantor’s money, cash, cash equivalentsCash and Cash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;; and
(mxiii) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Cash and Cash Equivalents, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, Commercial Tort Claims, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoingproperty of Grantors, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing Collateral (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include (i) voting Capital Stock of any first-tier Subsidiary (as defined in the Financing Agreement) of a Grantor if (A) such Subsidiary is a CFC, and (B) such Capital Stock represent more than 65% of the outstanding voting Capital Stock of such Subsidiary, (ii) any rights or interest in any contract, lease, permit, license, charter or license agreement covering real or personal property of any Grantor or the property governed by any such contract if under the terms of such contract, lease, permit, license, charter or license agreement, or applicable law with respect thereto, the valid grant of a security interest or lien therein or on property governed thereby is prohibited as a matter of law or under the terms of such contract, lease, permit, license, charter or license agreement or would cause a forfeiture thereunder and such prohibition has not been waived or the consent of the other party to such contract, lease, permit, license, charter or license agreement has not been obtained; provided, that, the foregoing exclusions shall in no way be construed (A) to apply if any described prohibition is unenforceable under Section 9-406, 9-407, or 9-408 of the Code or other applicable law, or (B) to limit, impair, or otherwise affect the Secured Party’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, license agreement, or Capital Stock, or (iii) any “intent to use” trademark or service m▇▇▇ application contained in General Intangibles if granting a security interest therein is deemed to invalidate, void, cancel, or abandon such application; provided, that the foregoing exclusion (A) shall not apply when the granting of a security interest in such application is no longer deemed to invalidate, void, cancel, or abandon such application, and (B) shall not limit, impair, or otherwise affect Secured Party’s continuing security interests in and Liens upon any rights or interests of any Grantor in or to any proceeds from the sale, license, lease, or other dispositions of any such application.
Appears in 1 contract
Grant of Security. Each Grantor To secure the prompt ----------------- and complete payment, observance and performance of the Secured Obligations, the Guarantor hereby unconditionally grantsgrants to the Agent for its benefit and the ratable benefit of the Secured Parties, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s Guarantor's right, title, title and interest in and to the following, in each case whether now owned or existing or hereafter acquired or arising and however and wherever located:arising or located (the "Guaranty Collateral"):
(a) all of such Grantor’s AccountsEquipment;
(b) all of such Grantor’s BooksInventory;
(c) all of such Grantor’s Chattel PaperReceivables;
(d) all of such Grantor’s Deposit AccountsGeneral Intangibles;
(e) chattel paper, instruments and documents: all chattel paper, all instruments, including, without limitation, all notes evidencing intercompany loans, and all bills of such Grantor’s Equipment lading, warehouse receipts and fixturesother documents of title;
(f) other Property: all Property and interests in property of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights the Guarantor which may now be in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or may hereafter come into the possession, custody, custody or control of the Agent or any Secured Party;, or any agent or affiliate of the Agent or any Secured Party, in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise); and all rights and interests of the Guarantor in respect of any and all (i) notes, drafts, letters of credit, stocks, bonds, and debt and equity securities, whether or not certificated, and warrants, options, puts and calls and other rights to acquire or otherwise relating to the same, and all securities accounts, financial assets and security entitlements, (ii) interest rate and currency exchange agreements, including, without limitation, cap, collar, floor, forward and similar agreements and interest rate protection agreements, (iii) cash and Cash Equivalents, and (iv) proceeds of loans, advances and other financial accommodations; and all other personal Property and interests in personal property of the Guarantor not specifically included in Sections 2(a) through 2(e) above; and ------------ ----
(mg) all of the accessions and additions to, substitutions and documents for, and replacements, proceeds and products, whether tangible or intangible, products of any of the foregoingforegoing Guaranty Collateral, including proceeds of and all payments under insurance (whether or Commercial Tort Claims covering or relating to any or all of not the foregoingAgent is the loss payee thereof), and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (Guaranty Collateral, to the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or extent not otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertyincluded.
Appears in 1 contract
Sources: Limited Guaranty and Security Agreement (American Eco Corp)
Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns to Collateral Agent, and pledges hereby grants to each Secured Party Collateral Agent a separate, continuing security interest (eachin, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in and to the following, in each case whether now owned or hereafter acquired existing or arising in which Grantor now has or hereafter acquires an interest and wherever located:the same may be located (the "COLLATERAL"):
(a) all equipment in all of its forms, all parts thereof and all accessions thereto (any and all such Grantor’s Accountsequipment, parts and accessions being the "EQUIPMENT");
(b) all inventory in all of its forms (including, but not limited to, (i) all goods held by Grantor for sale or lease or to be furnished under contracts of service or so leased or furnished, (ii) all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in Grantor’s Books's business, (iii) all goods in which Grantor has an interest in mass or a joint or other interest or right of any kind, and (iv) all goods which are returned to or repossessed by Grantor) and all accessions thereto and products thereof (all such inventory, accessions and products being the "INVENTORY") and all negotiable documents of title (including without limitation warehouse receipts, dock receipts and bills of lading) issued by any Person covering any Inventory (any such negotiable document of title being a "NEGOTIABLE DOCUMENT OF TITLE");
(c) all accounts, contract rights, chattel paper, documents, instruments, general intangibles and other rights and obligations of any kind and all rights in, to and under all security agreements, leases and other contracts securing or otherwise relating to any such Grantor’s Chattel Paperaccounts, contract rights, chattel paper, documents, instruments, general intangibles or other obligations (any and all such accounts, contract rights, chattel paper, documents, instruments, general intangibles and other obligations being the "ACCOUNTS", and any and all such security agreements, leases and other contracts being the "RELATED CONTRACTS");
(d) the agreements listed in Schedule I annexed hereto, as each such agreement may be amended, supplemented or otherwise modified from time to time (said agreements, as so amended, supplemented or otherwise modified, being referred to herein individually as an "ASSIGNED AGREEMENT" and collectively as the "ASSIGNED AGREEMENTS"), including without limitation (i) all rights of such Grantor’s Deposit AccountsGrantor to receive moneys due or to become due under or pursuant to the Assigned Agreements, (ii) all rights of Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) all claims of Grantor for damages arising out of any breach of or default under the Assigned Agreements, and (iv) all rights of Grantor to terminate, amend, supplement, modify or exercise rights or options under the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder;
(e) all of such Grantor’s Equipment and fixturesdeposit accounts, including without limitation all deposit accounts maintained with Collateral Agent;
(f) all trademarks, tradenames, tradesecrets, business names, patents, patent applications, licenses, copyrights, registrations and franchise rights, and all goodwill associated with any of such Grantor’s General Intangiblesthe foregoing;
(g) to the extent not included in any other paragraph of this Section 1, all of such Grantor’s Inventoryother general intangibles (including without limitation tax refunds, rights to payment or performance, choses in action and judgments taken on any rights or claims included in the Collateral);
(h) all of such Grantor’s Investment Related Propertyplant fixtures, business fixtures and other fixtures and storage and office facilities, and all accessions thereto and products thereof;
(i) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to any of such Grantor’s Negotiable Collateral;the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and
(j) all proceeds, products, rents and profits of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of from any Secured Party;
(m) and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, foregoing Collateral and, to the extent not otherwise included, all payments under insurance (whether or not Collateral Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”)Collateral. Without limiting the generality For purposes of the foregoingthis Agreement, the term “Proceeds” "PROCEEDS" includes whatever is receivable or received when Investment Related Property Collateral or proceeds are sold, exchanged, collected, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, . The foregoing assignment and includes proceeds grant of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with a security interest (i) confirms the original assignment and grant of a first priority security interest made in the Existing Subsidiary Security Agreement in respect to any of the Investment Related PropertyCollateral as security for the "Secured Obligations" (as defined in the Existing Subsidiary Security Agreement) and continues in all respects such original assignment and grant without in any way causing any interruption in continuity from such original assignment and grant and (ii) extends such assignment and grant of a first priority security interest in respect of the Collateral to secure all other Secured Obligations as defined herein.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor▇▇▇▇▇▇▇’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(il) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral;
(jn) all of such Grantor’s rights in respect Pledged Interests (including all of Supporting Obligationssuch Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(ko) all of such ▇▇▇▇▇▇▇’s Securities Accounts;
(p) all of such Grantor’s Commercial Tort ClaimsSupporting Obligations;
(lq) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.loss
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each the Agent, for the benefit of the Lenders, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:, but excluding all Excluded Assets, the certificate of deposit issued by JPMorgan to Borrower in the amount of $85,000 securing the JPMorgan Credit Card Debt and the Lien of ▇▇▇▇▇▇ Express Financial Services Corporation in and to the letter of credit issued by JPMorgan to ▇▇▇▇▇▇ Express Financial Services Corporation for the account of Borrower in the amount of $100,000 securing the ▇▇▇▇▇▇ Fuel Card Debt (the “Collateral”):
(a) all of such Grantor’s 's Accounts;
(b) all of such Grantor’s Books's Books and Records;
(c) all of such Grantor’s 's Chattel Paper;
(d) all of such Grantor’s 's Deposit Accounts;
(e) all of such Grantor’s 's Equipment and fixturesFixtures;
(f) all of such Grantor’s 's General Intangibles;
(g) all of such Grantor’s 's Goods and Inventory;
(h) all of such Grantor’s Investment Related Property's Intellectual Property and Intellectual Property Licenses;
(i) all of such Grantor’s Negotiable Collateral's Investment Related Property;
(j) all of such Grantor’s rights in respect of Supporting Obligations's Negotiable Collateral;
(k) all of such Grantor’s Commercial Tort Claims's Supporting Obligations;
(l) all of such Grantor’s 's Commercial Tort Claims;
(m) all of such Grantor's money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent or any Secured PartyLender (or its agent or designee);
(n) all choses in action and all other personal property of such Grantor, whether tangible or intangible to the extent not covered by clauses (a) through (m) above;
(o) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Goods, Inventory, Investment Related Property, Negotiable Collateral, Records, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property; and
(p) all other existing and future tangible and intangible assets of such Grantor. For the avoidance of doubt, any property or assets of any Grantor which constitute Excluded Assets are not “Collateral” and are not subject to the terms of this Agreement (other than Section 5 to the extent provided therein); provided that notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall include an Excluded Asset immediately and automatically at such time as the condition causing such asset to be excluded no longer exists and, to the extent severable, any portion of such asset will not be so excluded and such asset shall be subject to the provisions of this Agreement.
Appears in 1 contract
Sources: Security Agreement (Platinum Energy Solutions, Inc.)