Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations each Grantor hereby assigns and pledges to the Notes Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all Equipment; (v) all General Intangibles; (vi) all Goods; (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all books and records pertaining to the Article 9 Collateral; (xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement; (xii) all Intellectual Property; and (xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01. (b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder. (c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 4 contracts
Sources: Security Agreement (Medline Inc.), Security Agreement (Medline Inc.), Security Agreement (Medline Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations Obligations, each Grantor hereby assigns and pledges to the Notes Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles, including all Intellectual Property;
(vi) all GoodsInstruments;
(vii) all InstrumentsInventory;
(viii) all Inventoryother Goods;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims specifically described on Schedule III hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04;
(xii) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant that none of a security interest in any Excluded Assets and the term “Article 9 Collateral” ”, any other term defined in the preceding paragraph or any term defined by reference to the UCC shall not include include, and in no event shall the Security Interest attach to, any Excluded Asset; provided further that Proceeds, substitutions or replacements of Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect subject to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.
(b) Subject to Section 3.01(e), each Each Grantor hereby irrevocably authorizes the Notes Collateral Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements (including fixture filings) and continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate describe the collateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including indicating the Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGrantor (if required) and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Notes Collateral Administrative Agent promptly upon any reasonable request. For The Administrative Agent is further authorized to file with the avoidance United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary or advisable for the purpose of doubtperfecting, such authorization shall not impose any duty confirming, continuing, enforcing or obligation on protecting the Notes Security Interest in Article 9 Collateral Agent to make any such filingconsisting of registered, such obligation being that of issued or applied for Patents, Trademarks or Copyrights granted by each Grantor hereunderand naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest is and the security interest granted pursuant to Article II are granted as security only and shall not subject the Notes Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9Collateral.
Appears in 4 contracts
Sources: Credit Agreement (Blue Buffalo Pet Products, Inc.), Collateral Agreement (Blue Buffalo Pet Products, Inc.), Collateral Agreement (Blue Buffalo Pet Products, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may beapplicable, in full of the Secured Obligations Obligations, each Grantor hereby assigns and pledges to the Notes Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all GoodsIntellectual Property;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter-of-credit rights;
(xi) the commercial tort claims specified on Schedule IV;
(xii) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligationscollateral security, collateral security supporting obligations and guarantees given by any Person with respect to any of the foregoing; provided that. Notwithstanding the foregoing, notwithstanding anything to the contrary in this Agreement, Article 9 Collateral shall not include (i) this any Equipment that is subject to a purchase money Lien or Lien securing Capital Lease Obligations, in each case, permitted under the Credit Agreement shall to the extent the documents relating to such purchase money Lien or Capital Lease Obligations would not constitute a grant of a security interest in any Excluded Assets and permit such Equipment to be subject to the term “Article 9 Collateral” shall not include any Excluded Assets and Security Interests created hereby, (ii) this Agreement shall not constitute a any property to the extent that the grant of security interest the Security Interest in such property is prohibited by any Requirements of Law of any Governmental Authority, (iii) any contract, license or agreement to the extent that the grant of the Security Interest in such contract, license or agreement constitutes a breach or default under or results in termination of such contract, license, agreement, (iv) any Investment Property or Pledged Securities to the extent that the grant of the Security Interest in such Investment Property or Pledged Securities constitutes a breach or default under any applicable shareholder or similar agreement, except, in each case (i) through (iv), to the extent that such Requirement of Law or the provision of such contract, license, agreement instrument or other document or shareholder or similar agreement giving rise to such prohibition, breach, default or termination is ineffective under applicable law, (v) Equity Interests of Unrestricted Subsidiaries, Restricted Subsidiaries that are not wholly owned, entities that are Specified Subsidiaries by reason of clauses (ii) or (iii) of the definition of Specified Subsidiary or entities that are not Subsidiaries (other than Equity Interests held in any Securities Account), and Holdings (vi) more than 65% of the outstanding voting Equity Interests of any Foreign Subsidiary; it being understood that this paragraph shall not be deemed to be Grantor with respect toseen as excluding from the Article 9 Collateral Proceeds, substitutions or replacements of property described in clauses (i) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01through (vi) above unless such Proceeds, substitutions or replacements would constitute property described in such clauses (i) through (vi).
(b) Subject to Section 3.01(e), each Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or such other description as being of an equal or lesser scope or with greater detail the Collateral Agent may determine and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing or covering Article 9 Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For Each Grantor also ratifies its authorization for the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make file in any relevant jurisdiction any initial financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such filingdocuments as may be necessary or advisable for the purpose of perfecting, such obligation being that confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of each any Grantor, and naming any Grantor hereunderor the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 4 contracts
Sources: Credit Agreement (United Surgical Partners International Inc), Guarantee and Collateral Agreement (United Surgical Partners International Inc), Credit Agreement (United Surgical Partners International Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations Obligations, including the Guaranty, each Grantor hereby assigns and pledges to the Notes Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiixiii) all Intellectual Property; and
(xiiixiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01Assets.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 4 contracts
Sources: Security Agreement (TaskUs, Inc.), Security Agreement (Alight Inc. / DE), Security Agreement (TaskUs, Inc.)
Security Interest. (a) As Mortgagor hereby grants and assigns to Mortgagee as of the date hereof a security for the interest, to secure payment or performance, as the case may be, in full and performance of all of the Secured Obligations each Grantor hereby assigns and pledges to the Notes Collateral AgentObligations, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties described personal property in which Mortgagor now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) all Accounts;
the real property described on Exhibit A attached hereto and incorporated by reference herein (to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above) or (ii) the Improvements; together with all Chattel Paper;
rents (iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the extent, if any, they are not subject to Article 9 Collateral;
3); all inventory, accounts, cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, (xi) including, without limitation, all Letter-acquisition agreements with respect to the Subject Property); all of Mortgagor’s rights under any Swap Agreement, including, without limitation, the Existing Swap; all Contracts referenced in Section 5.16 below (including property management and leasing agreements), architects’ agreements, and/or construction agreements with respect to the completion of any improvements on the Subject Property), general intangibles, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of credit rights, supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing or operation of the Subject Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Subject Property; all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of-Credit Rights but only , and additions and accessions to, any of the foregoing; together with all books, records and files to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect relating to any of the foregoing; provided that, notwithstanding anything . As to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and above described personal property which is or which hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the Pennsylvania Uniform Commercial Code, as amended or recodified from time to time (“UCC”), and is acknowledged and agreed to file, at be a “mortgage” under the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunderUCC.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 4 contracts
Sources: Open End Mortgage (KBS Real Estate Investment Trust II, Inc.), Open End Mortgage (KBS Real Estate Investment Trust II, Inc.), Open End Mortgage (KBS Real Estate Investment Trust II, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations Obligations, including the Guaranty, each Grantor hereby assigns assigns, pledges and pledges grants to the Notes Collateral Agent, for the benefit of the Secured Partiesits successors and permitted assigns, and hereby grants to the Notes Collateral Agent for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all of such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiixiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g); and
(xiiixv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a an assignment, pledge or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01Assets.
(b) Subject to Section 3.01(e), each Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 99 Collateral.
(d) The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or advisable for the purpose of creating, attaching and perfecting the Security Interest in United States Intellectual Property of each Grantor in which a security interest has been granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor as a debtor and the Collateral Agent as secured party. No Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States.
(e) Notwithstanding anything to the contrary herein or in the Loan Documents and without limiting the provisions contained in the Collateral and Guarantee Requirement, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any control agreements, other control arrangements or perfection by “control” (other than in respect of certificated Equity Interests and Pledged Debt otherwise required to be pledged pursuant to the terms hereof), (ii) to take any actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create or perfect any security interests in any assets, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (iii) to enter into any landlord waivers, estoppels, warehouseman waivers or other collateral access or similar letters or agreements, or (iv) to take any actions other than the filing of UCC financing statements to perfect security interests in any Collateral consisting of leasehold interests or proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, to the extent that there is an express conflict between this Agreement and the Collateral and Guarantee Requirement, the Collateral and Guarantee Requirement shall govern and control.
Appears in 4 contracts
Sources: Security Agreement (PF2 SpinCo, Inc.), Security Agreement (PF2 SpinCo LLC), Security Agreement (Change Healthcare Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations Obligations, each Grantor hereby assigns and pledges to the Notes Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Agent, together with its permitted successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest interest, regardless of where located (collectively, the “Article 9 Collateral”but in all cases excluding any Excluded Assets):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsDeposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles, including all Intellectual Property;
(vii) all InstrumentsInstruments and Promissory notes;
(viii) all Inventory;
(ix) all other Goods;
(x) all Investment Property;
(xxi) all Letter-of-Credit Rights;
(xii) all cash and Moneys;
(xiii) all Securities Accounts;
(xiv) all Commercial Tort Claims specifically described on Schedule IV hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04(c);
(xv) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiiixvi) to the extent not otherwise included, all Proceeds Proceeds, substitutions, replacements and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to foregoing (all of the contrary above in this AgreementSection 3.01, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the “Article 9 Collateral”). It is understood that the term “Article 9 Collateral” shall not include any Excluded Assets and Asset; provided, however, that Article 9 Collateral shall include any Proceeds, substitutions or replacements of any of the foregoing (ii) this Agreement shall not unless such Proceeds, substitutions or replacements would constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01an Excluded Asset).
(b) Subject to Section 3.01(e), each Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant U.S. jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate describe the Article 9 collateral covered thereby in any manner that the Collateral Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Collateral granted under this Agreement, including indicating the Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes The Collateral Agent is further authorized to make file with the United States Patent and Trademark Office or United States Copyright Office (or any such filingsuccessor office) any Copyright Security Agreement, such obligation being that Patent Security Agreement or Trademark Security Agreement, as applicable, as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of issued, registered or applied for United States Patents, United States Trademarks or United States Copyrights granted by each Grantor hereunderand naming any Grantor or Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is and the security interest granted pursuant to Article II are granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9Collateral.
Appears in 4 contracts
Sources: First Lien Collateral Agreement (Franchise Group, Inc.), Second Lien Collateral Agreement (Franchise Group, Inc.), Second Lien Collateral Agreement (Franchise Group, Inc.)
Security Interest. (a) As security for To secure the prompt and complete payment or performance, as the case may be, in full and performance of the Secured Obligations 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 or any similar provisions of other applicable Laws), each Grantor hereby assigns and pledges grants to the Notes Collateral Agent, Administrative Agent (for the benefit of the Secured Parties) a continuing security interest in, and Lien upon, and a right of set off against, and hereby grants pledges, collaterally transfers and assigns to the Notes Collateral Administrative Agent (for the benefit of the Secured Parties, a security interest (the “Security Interest”) inas security, all rightpersonal property of such Grantor, title or interest in or to any and all of the following assets and properties whether now owned or hereafter acquired or existing, and wherever located (together with all other collateral security for the Secured Obligations at any time hereafter granted to or held or acquired by such Grantor or in which such Grantor now has or at any time in under the future may acquire any rightControl of Administrative Agent, title or interest (collectively, the “Article 9 Collateral”):), including:
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining 2.1.1 Subject to the Article 9 Collateral;
last paragraph of this Section 2.1, all personal property and fixture property of every kind and nature including, without limitation, all accounts, chattel paper (xi) whether tangible or electronic), goods (including inventory, equipment (and any accessions thereto), software (specifically including, but not limited to, all Letteraccounting software), Instruments, investment property, documents, Deposit Accounts, Securities Accounts, Commodities Accounts, money, commercial tort claims listed on Schedule 3.8, letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementcredit rights, supporting obligations, Tax refunds, and General Intangibles (including payment intangibles);
(xii) all Intellectual Property; and
(xiii) 2.1.2 All promissory notes and other instruments payable to the extent not otherwise includedany Grantor, including, without limitation, all Proceeds inter-company notes from Subsidiaries and products of any those set forth on Schedule 3.8 (“Collateral Notes”) and all Liens any Grantor may have, or be entitled to, under all present and future loan agreements, security agreements, pledge agreements, deeds of the foregoing and all Supporting Obligationstrust, collateral security and guarantees given by any Person with respect to any mortgages, guarantees, or other documents assuring or securing payment of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to or otherwise evidencing the Collateral or any part thereof and amendments thereto that Notes, including, without limitation, those set forth on Schedule 3.8 (i) indicate the Article 9 “Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.Note Security”);
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 92.1.3 All Investment Related Property;
Appears in 4 contracts
Sources: Credit Agreement (Suburban Propane Partners Lp), Credit Agreement (Suburban Propane Partners Lp), Credit Agreement (Suburban Propane Partners Lp)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations Obligations, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscollection accounts, Deposit Accounts, Securities Accounts, Commodity Accounts and any cash or other assets held in such accounts and any security entitlements and other rights with respect thereto;
(iv) all Documents;
(v) all Equipment;
(vvi) all Fixtures;
(vii) all General Intangibles;
(viviii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(viix) all Instruments;
(viiixi) all InventoryIntellectual Property (including all claims for, and rights to ▇▇▇ for, past or future infringements or violations of any Intellectual Property and all income, royalties, damages and payments now or hereafter due and payable with respect to any Intellectual Property, including damages and payments for past or future infringements or violations of any Intellectual Property);
(ixxii) all Inventory (including reusable water containers);
(xiii) all Investment PropertyProperty other than the Pledged Collateral, which is governed by Article II;
(xxiv) all Letters of Credit and Letter of Credit Rights;
(xv) all Commercial Tort Claims, individually in excess of $3,000,000, as described from time to time on Schedule IV;
(xvi) all minerals, oil, gas and As-Extracted Collateral;
(xvii) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiiixviii) substitutions, replacements, accessions, products and Proceeds (including insurance proceeds, licenses, royalties, income, payments, claims, damages and proceeds of suit) and to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this Agreementany Loan Documents, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets (and the term “Article 9 Collateral” Collateral shall not include any Excluded Assets include), and (ii) this Agreement shall not constitute a grant the other provisions of security interest in (and Holdings shall the Loan Documents with respect to Collateral need not be deemed to be Grantor satisfied with respect to) any assets of Holdings other than Pledged Equity with respect to , the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01Excluded Property.
(b) Subject to Section 3.01(e), each Grantor Each Pledgor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorPledgor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Collateral relates and (iii) a description of Collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Collateral granted under this Agreement, including describing such property as “all assets” or “all personal property” or words of similar effect. Each Grantor Pledgor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes The Collateral Agent is further authorized to make file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such filingdocuments as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor, without the signature of any Pledgor, and naming any Pledgor or the Pledgors as debtors and the Collateral Agent as secured party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action under the laws of any jurisdiction other than the United States of America (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in any Article 9 Collateral of such obligation being that of each Grantor hereunderPledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Article 9
Appears in 4 contracts
Sources: Collateral Agreement (Abl) (DS Services of America, Inc.), Collateral Agreement (First Lien) (DS Services of America, Inc.), Collateral Agreement (First Lien) (DS Services of America, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Loan Obligations (other than contingent obligations), each Grantor hereby assigns confirms the pledge and pledges grant to the Notes Collateral Agent, its successors and permitted assigns of the security interest of the Original Guarantee and Collateral Agreement, for the ratable benefit of the Loan Secured Parties, and as security for the payment or performance, as the case may be, in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations (other than contingent obligations), each Grantor hereby pledges and grants to the Notes Collateral Agent Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all right, title or interest in or to any and all of the following assets and properties in each case whether tangible or intangible, wherever located, and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (but excluding any Excluded Collateral, collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) the Cash Collateral Account (as defined in the Revolving Credit Agreement) and all cash, securities, Instruments and other property deposited or required to be deposited therein;
(iii) all Chattel Paper;
(iiiiv) all Documents;
(ivv) all Equipment;
(vvi) all General Intangibles;
(vivii) all Goods;
(viiviii) all Instruments, including all Pledged Securities;
(viiiix) all Inventory or documents of title, customs receipts, insurance certificates, shipping documents and other written materials related to the purchase or import of any Inventory;
(ixx) all Investment Property;
(xxi) all Intellectual Property;
(xii) all Pledged Collateral;
(xiii) all Records and all books and records pertaining to the Article 9 Collateral;
(xixiv) all Letter-of-letters of credit under which such Grantor is the beneficiary and Letter of Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementRights;
(xiixv) all Intellectual PropertySupporting Obligations;
(xvi) all cash and cash equivalents;
(xvii) all Deposit Accounts and Securities Accounts, including all cash, marketable securities, securities entitlements, financial assets and other funds held in or on deposit in any of the foregoing;
(xviii) all other personal property whatsoever of such Grantor; and
(xiiixix) to the extent not otherwise included, all Proceeds Proceeds, all accessions to and substitutions and replacements for and products of any and all of the foregoing and all Supporting Obligationsoffsprings, rents profits and products of any of the foregoing and all collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding .
(b) Notwithstanding anything to the contrary in this AgreementAgreement or any other Senior Secured Note Document, the Equity Interests and other securities of any direct or indirect subsidiary of Holdings that are owned by any Grantor will constitute Collateral securing Note Obligations for the benefit of Senior Secured Note Holders only to the extent that such Equity Interests and other securities can secure the Senior Secured Notes and/or the guarantees in respect thereof without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (ior any other law, rule or regulation) this Agreement requiring separate financial statements of such subsidiary to be filed with the SEC (or any other governmental agency). In the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any subsidiary of Holdings due to the fact that such subsidiary’s Equity Interests and other securities secure the Senior Secured Notes and/or the related guarantees, then the Equity Interests and other securities of such subsidiary shall automatically be deemed not constitute a grant to be part of a security interest the Collateral securing the Note Obligations in any Excluded Assets and favor of the term “Article 9 Collateral” shall not include any Excluded Assets and Note Secured Parties (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall but only to the extent necessary to not be subject to such requirement) (any such Equity Interests or other securities, “Excluded Note Collateral”). In such event, the Security Documents may be amended or modified, without the consent of the Note Trustee, the Collateral Agent, any Senior Secured Note Holder or any holder of Other Pari Passu Lien Obligations, to the extent necessary to release the first-priority security interests in the shares of Equity Interests and other securities that are so deemed to be Grantor with respect to) no longer constitute part of the Collateral securing the Note Obligations in favor of the Note Secured Parties. For the avoidance of doubt, any assets of Holdings other than Pledged such Equity with respect to Interests shall remain Collateral securing the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent Loan Obligations for the benefit of the Loan Secured Parties in accordance with the terms of the Credit Agreement and this Agreement. In the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such subsidiary’s Equity Interests and other securities to secure the Senior Secured Notes and/or the related guarantees in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such subsidiary, then the Equity Interests and other securities of such subsidiary shall automatically be deemed to be a part of the Collateral securing the Note Obligations in favor of the Note Secured Parties (but only to the extent necessary to not be subject to any such financial statement requirement). In such event, the Security Documents may be amended or modified, without the consent of the Note Trustee, the Collateral Agent, any Senior Secured Note Holder or any holder of Other Pari Passu Lien Obligations, to the extent necessary to subject to the Liens under the Security Documents such additional Equity Interests and other securities. This Section 3.01(b) shall apply mutatis mutandis to Other Pari Passu Lien Obligations.
(c) Each Grantor hereby authorizes the Collateral Agent at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (x) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGrantor and (y) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Collateral relates. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable written request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes The Collateral Agent agrees, upon request by the Borrower and at the Borrower’s expense, to make any promptly furnish copies of such filing, such obligation being that of each Grantor hereunderfilings to the Borrower.
(cd) The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party. The Collateral Agent agrees, upon request by the Borrower and at the Borrower’s expense, to promptly furnish copies of such filings to the Borrower.
(e) The Security Interest is granted as security only and and, except as otherwise required by applicable law, shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9Collateral. Nothing contained in this Agreement shall be construed to make the Collateral Agent or any other Secured Party liable as a member of any limited liability company or as a partner of any partnership, neither the Collateral Agent nor any other Secured Party by virtue of this Agreement or otherwise (except as referred to in the following sentence) shall have any of the duties, obligations or liabilities of a member of any limited liability company or as a partner in any partnership. The parties hereto expressly agree that, unless the Collateral Agent shall become the owner of Pledged Collateral consisting of a limited liability company interest or a partnership interest pursuant hereto, this Agreement shall not be construed as creating a partnership or joint venture among the Collateral Agent, any other Secured Party, any Grantor and/or any other Person.
Appears in 4 contracts
Sources: Guarantee and Collateral Agreement, Guarantee and Collateral Agreement, Guarantee and Collateral Agreement (CDW Finance Corp)
Security Interest. (a) 3.1 As security for the prompt, complete and indefeasible payment when due (whether on the payment dates or performance, as the case may be, in full otherwise) of all the Secured Obligations each Grantor hereby assigns and pledges to the Notes Collateral Agent, for the benefit of the Secured Parties, and hereby Obligations:
(a) uniQure Holdings grants to Lender a first ranking right of pledge on its shares in uniQure and uniQure IP;
(b) uniQure grants to Lender a first ranking right of pledge on its shares in its Dutch subsidiaries identified on the Notes Collateral Agent for the benefit of the Secured Parties, Schedule 1 hereto and a security interest in 100% of the capital stock of US Borrower;
(the “Security Interest”c) inBorrower (excluding US Borrower) grants to Lender a first ranking right of pledge on its (a) trade, intercompany and insurance receivables; (b) movable assets and (c) Deposit Accounts; and
(d) US Borrower grants to Lender a security interest in all of US Borrower’s right, title or title, and interest in or and to any and all of the following assets and properties personal property whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest acquired: (collectively, the “Article 9 Collateral”):a) receivables; (b) equipment; (c) fixtures; (d) general intangibles (except as described below); (e) inventory; (f) Investment property; (g) Deposit Accounts; (h) Cash;
(i) Goods; and all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books other tangible and records pertaining to intangible personal property of US Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, US Borrower and wherever located, and any of Borrower’s property in the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to possession or under the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection control of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual PropertyLender; and
(xiii) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all Supporting Obligationsaccessions to, collateral security substitutions and guarantees given by any Person with respect to any replacements for, and rents, profits and products of each of the foregoing; provided thatforegoing (collectively, notwithstanding the “Collateral”).
3.2 Notwithstanding anything in this Agreement or any other Loan Document to the contrary contrary, in this Agreementno event shall the Collateral include, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings Borrower shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that have granted a security interest in: (i) indicate Intellectual Property; provided, however, that the Article 9 Collateral as shall include all accounts and general intangibles that consist of rights to payment and proceeds from the sale, licensing or disposition of all or any part, or rights in, the Intellectual Property (the “all assets” Rights to Payment”); or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain any of the information required by Article 9 Borrower’s rights or interests in or under, any license, contract, permit, instrument, security or franchise to which the Borrower 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, permit, instrument, security or franchise, result in a breach of the terms of, or constitute a default under, such license, contract, permit, instrument, security or franchise (other than to the extent that any such term would be rendered ineffective pursuant to the UCC or any other applicable law (including the analogous legislation Dutch and the United States Bankruptcy Code) or principles of each applicable jurisdiction for equity); provided, that immediately upon the filing ineffectiveness, lapse or termination of any financing statement or amendmentsuch provision the Collateral shall include, including whether and the Borrower shall be deemed to have granted a security interest in, all the rights and interests described in the foregoing clause (ii) as if such Grantor is an organization, provision had never been in effect. Notwithstanding the type of organization andforegoing, if requireda judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information then the Collateral shall automatically, and effective as of the date of this Agreement, include the Intellectual Property to the Notes Collateral Agent promptly upon any reasonable request. For extent necessary to permit perfection of Lender’s security interest in the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent Rights to make any such filing, such obligation being that of each Grantor hereunderPayment.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 3 contracts
Sources: Loan and Security Agreement (uniQure N.V.), Loan and Security Agreement (uniQure B.V.), Loan and Security Agreement (uniQure B.V.)
Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment or performancewhen due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, as the case may be, in full Borrower hereby grants and assigns to the Administrative Agent for its benefit and the ratable benefit of the Secured Obligations each Grantor hereby assigns Parties, a valid, continuing and pledges perfected first priority security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the Notes Collateral Agentpayment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing.
(b) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and hereby grants in addition to all the other rights and remedies available to the Notes Collateral Administrative Agent (for the benefit of the Secured Parties, a security interest (the “Security Interest”) in), all right, title or interest in or the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to any and file financing statements describing as the collateral covered thereby as “all of the following assets and properties now owned debtor’s personal property or at any time hereafter acquired by such Grantor assets” or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining words to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided thatthat effect, notwithstanding anything to that such wording may be broader in scope than the contrary collateral described in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted Immediately upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as security only set forth in Section 3.3(a) of the Purchase and shall not subject Sale Agreement, the Notes Collateral Agent or any other Secured Party toCollateral, in the case of clause (i), or in the applicable Receivable and any way alter or modify, any obligation or liability of any Grantor Related Security solely with respect to or arising out such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Article 9Administrative Agent, the Lender and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following any such termination, and at the expense of the Borrower, the Administrative Agent shall execute (if applicable) and deliver to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.
Appears in 3 contracts
Sources: Receivables Financing Agreement (Waystar Holding Corp.), Receivables Financing Agreement (Waystar Holding Corp.), Receivables Financing Agreement (Waystar Holding Corp.)
Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to any Credit Party, Borrower Indemnified Party and/or Affected Person to be performed under this Agreement or any other Transaction Document, including the punctual payment or performancewhen due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, as the case may be, in full Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Obligations each Grantor hereby assigns Parties, a continuing security interest in, all of the Borrower’s right, title and pledges interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Sale Agreements, (vi) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the Notes Collateral Agentpayment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and hereby grants in addition to all the other rights and remedies available to the Notes Collateral Administrative Agent (for the benefit of the Secured Parties, a security interest (the “Security Interest”) in), all right, title or interest in or the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to any and file financing statements describing as the collateral covered thereby as “all of the following assets and properties now owned debtor’s personal property or at any time hereafter acquired by such Grantor assets” or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining words to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided thatthat effect, notwithstanding anything to that such wording may be broader in scope than the contrary collateral described in this Agreement. Immediately upon the occurrence of the Final Payout Date, (i) the Collateral shall be automatically released from the lien created hereby, and this Agreement shall not constitute a grant and all obligations (other than those expressly stated to survive such termination) of a security interest in any Excluded Assets the Administrative Agent, the Lenders and the term “Article 9 Collateral” other Credit Parties hereunder shall not include terminate, all without delivery of any Excluded Assets instrument or performance of any act by any party, and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect all rights to the Issuer Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantorthe Borrower, in any relevant jurisdiction any initial financing statements with respect the Administrative Agent shall execute and deliver to the Collateral or any part thereof Borrower UCC-3 termination statements and amendments thereto that (i) indicate such other documents as the Article 9 Collateral as “all assets” or “all personal property” of Borrower shall reasonably request to evidence such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereundertermination.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 3 contracts
Sources: Receivables Financing Agreement (CONSOL Energy Inc.), Receivables Financing Agreement, Sub Originator Sale Agreement, Purchase and Sale Agreement (CONSOL Energy Inc.), Receivables Financing Agreement (CONSOL Energy Inc.)
Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment or performancewhen due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, as the case may be, in full Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Obligations Parties, a valid, continuing and perfected first priority security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under each Grantor hereby assigns Purchase and pledges Sale Agreement, (vi) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the Notes Collateral Agentpayment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and hereby grants in addition to all the other rights and remedies available to the Notes Collateral Administrative Agent (for the benefit of the Secured Parties, a security interest (the “Security Interest”) in), all right, title or interest in or the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to any and file financing statements describing as the collateral covered thereby as “all of the following assets and properties now owned debtor’s personal property or at any time hereafter acquired by assets” or words to that effect, notwithstanding that such Grantor or wording may be broader in which such Grantor now has or at any time scope than the collateral described in this Agreement. Immediately upon the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
occurrence of (i) all Accounts;
the Final Payout Date or (ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to in the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to event the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection Purchase Price of a security interest Receivable has been reduced to zero and the credit for such reduction has been applied pursuant to Section 3.3 of either Purchase and Sale Agreement, the Collateral, in such Article 9 Collateral is accomplished by the filing case of a UCC financing statement;
clause (xii) all Intellectual Property; and
(xiii) to i), or the extent not otherwise included, all Proceeds applicable Receivable and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person Related Rights solely with respect to any such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the foregoing; provided thatAdministrative Agent, notwithstanding anything the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the contrary in this Agreement, (i) this Agreement Collateral shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect revert to the Issuer Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantorthe Borrower, in any relevant jurisdiction any initial financing statements with respect the Administrative Agent shall execute (if applicable) and deliver to the Collateral or any part thereof Borrower UCC-3 termination statements and amendments thereto that (i) indicate such other documents as the Article 9 Collateral as “all assets” or “all personal property” of Borrower shall reasonably request to evidence such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereundertermination.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 3 contracts
Sources: Receivables Financing Agreement (OLIN Corp), Receivables Financing Agreement (OLIN Corp), Receivables Financing Agreement (OLIN Corp)
Security Interest. (a) As Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interest made pursuant to Section 4.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as security for the payment or performance, as the case may be, in full of the Secured Obligations Obligations, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books insurance claims and records pertaining to the Article 9 Collateralproceeds;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementcredit rights;
(xii) all Intellectual Propertybooks and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted to the Collateral Agent, including describing such property as “all assets” or “all property”. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For Each Grantor also ratifies its authorization for the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such filingdocuments as may be necessary or advisable for the purpose of perfecting, such obligation being that confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of each any Grantor, and naming any Grantor hereunderor the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 99 Collateral.
Appears in 3 contracts
Sources: Credit Agreement (Dennys Corp), Guarantee and Collateral Agreement (Dennys Corp), Guarantee and Collateral Agreement (Dennys Corp)
Security Interest. To secure all of Merchant's present and future obligations to TransFirst, its Third-Party Sender, and the ODFI (aTransFirst, its Third-Party Sender, and the ODFI are referred to as "Secured Party" for purposes of this Section 6.2) As under this Agreement, Merchant hereby grants to Secured Party liens and security for interests in all of Merchant's rights to and interests in the payment following, presently existing or performancehereafter acquired, as and in any interest earned thereon and proceeds thereof (collectively, "Collateral"): (i) the case may beReserve Account, (ii) the Settlement Account, (iii) any deposit account now or hereafter maintained by Merchant with the Secured Party, (iv) any of Merchant's funds now or hereafter in full the possession of the Secured Obligations each Grantor hereby assigns and pledges to the Notes Collateral Agent, for the benefit of the Secured PartiesParty, and hereby grants to the Notes Collateral Agent for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
amounts now or hereafter owing to Merchant under this Agreement. Each Secured Party is hereby authorized (vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining any related notice and demand are hereby expressly waived), to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only set off, recoup and to the extent constituting a Supporting Obligation for other Article 9 Collateral as appropriate and to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of apply any and all such amounts owing, funds held, account balances and other Collateral against and on account of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in Merchant's obligations under this Agreement, (i) this Agreement shall not constitute a grant whether such obligations are liquidated, unliquidated, fixed, contingent matured or unmatured. In the case of any Collateral consisting of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor deposit account with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party or any other financial institution, ▇▇▇▇▇▇▇▇ hereby agrees that Secured Party shall have control thereof and the depository will (and is hereby authorized to) comply with instructions originated by Secured Party directing disposition of funds in the deposit account without further consent by ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ agrees to duly execute and deliver to Secured Party such additional instruments, documents and agreements as may be reasonably requested to perfect and confirm the liens, security interests in deposit accounts and other Collateral set forth in this Agreement. ▇▇▇▇▇▇▇▇ agrees that Secured Party may file such financing statements in ▇▇▇▇▇▇▇▇'s name describing any or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out all of the Article 9Collateral and take such other action as they may require in order to perfect their liens and security interests therein.
Appears in 3 contracts
Sources: Ach Terms and Conditions, Ach Terms and Conditions, Ach Terms and Conditions
Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment or performancewhen due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, as the case may be, in full Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Obligations each Grantor hereby assigns Parties, a valid, continuing and pledges perfected first priority security interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the Notes Collateral Agentpayment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing.
(b) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and hereby grants in addition to all the other rights and remedies available to the Notes Collateral Administrative Agent (for the benefit of the Secured Parties, a security interest (the “Security Interest”) in), all right, title or interest in or the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to any and file financing statements describing as the collateral covered thereby as “all of the following assets and properties now owned debtor’s personal property or at any time hereafter acquired by such Grantor assets” or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining words to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided thatthat effect, notwithstanding anything to that such wording may be broader in scope than the contrary collateral described in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 3 contracts
Sources: Receivables Financing Agreement (Integra Lifesciences Holdings Corp), Receivables Financing Agreement (Applied Industrial Technologies Inc), Receivables Financing Agreement (Integra Lifesciences Holdings Corp)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations (other than contingent obligations), each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (but excluding any Excluded Collateral, collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) the Cash Collateral Account and all cash, securities, Instruments and other property deposited or required to be deposited therein;
(iii) all Chattel Paper;
(iiiiv) all Documents;
(ivv) all Equipment;
(vvi) all General Intangibles;
(vivii) all Goods;
(viiviii) all Instruments;
(viiiix) all Inventory;
(ixx) all Investment Property;
(xxi) all Intellectual Property;
(xii) all Pledged Collateral;
(xiii) all books and records pertaining to the Article 9 Collateral;
(xixiv) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementObligations;
(xiixv) all Intellectual Property; cash and cash equivalents and Deposit Accounts, and
(xiiixvi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that. Notwithstanding the foregoing, notwithstanding anything to the contrary in this Agreement, (i) this Agreement no event shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not control agreements be deemed required to be Grantor with obtained in respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01thereof.
(b) Subject to Section 3.01(e), each Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (x) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGrantor and (y) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Collateral relates. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable written request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes The Collateral Agent agrees, upon request by the Parent Borrower and at its expense, to make any promptly furnish copies of such filing, such obligation being that of each Grantor hereunderfilings to the Parent Borrower.
(c) The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party. The Collateral Agent agrees, upon request by the Parent Borrower and at its expense, to promptly furnish copies of such filings to the Parent Borrower.
(d) The Security Interest is granted as security only and and, except as otherwise required by applicable law, shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9Collateral. Nothing contained in this Agreement shall be construed to make the Collateral Agent or any other Secured Party liable as a member of any limited liability company or as a partner of any partnership, neither the Collateral Agent nor any other Secured Party by virtue of this Agreement or otherwise (except as referred to in the following sentence) shall have any of the duties, obligations or liabilities of a member of any limited liability company or as a partner in any partnership. The parties hereto expressly agree that, unless the Collateral Agent shall become the owner of Pledged Collateral consisting of a limited liability company interest or a partnership interest pursuant hereto, this Agreement shall not be construed as creating a partnership or joint venture among the Collateral Agent, any other Secured Party, any Grantor and/or any other Person.
Appears in 3 contracts
Sources: Guarantee and Collateral Agreement (VWR Funding, Inc.), Guarantee and Collateral Agreement (VWR Funding, Inc.), Guarantee and Collateral Agreement (VWR Funding, Inc.)
Security Interest. (a) As security for the prompt, complete and indefeasible payment when due (whether on the payment dates or performance, as the case may be, in full otherwise) and performance of all the Secured Obligations Obligations, each Grantor hereby assigns and pledges Company grants to the Notes Collateral Agent, for the benefit of Agent and the Secured Parties, and hereby grants to the Notes Collateral Agent for the benefit of the Secured PartiesPurchasers, a security interest (the “Security Interest”) in, in and Lien upon all of such Company’s right, title or title, and interest in or and to any all Fixtures and all of the following assets and properties personal property, in each case, whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest arising and wherever located (collectively, the “Article 9 UCC Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles; (e) Inventory; (f) Investment Property (but excluding thirty-five percent (35%) of the capital stock of any foreign Subsidiary that constitutes a Permitted Investment); (g) Deposit Accounts; (h) Cash; (i) all Accounts;
Goods; (iij) all Chattel Paper;
Commercial Tort Claims described in Schedule 4.15 (iiitogether with Commercial Tort Claims subject to a further writing provided in accordance with Section 6.3); (k) all Documents;
Contracts; (iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiil) all Intellectual Property; and all other tangible and intangible personal property of such Company whether now or hereafter owned or existing or acquired by such Company, and wherever located; and
(xiii) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all Supporting Obligationsaccessions to, collateral security substitutions and guarantees given by any Person with respect replacements for, and rents, profits and products of each of the foregoing and all books and records pertaining to each the foregoing. Notwithstanding any of the foregoing; provided that, notwithstanding anything to the contrary Collateral shall not under any circumstance include, and no security interest is granted in this Agreement, (i) this Agreement shall not constitute any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of a Company 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 in any Excluded Assets 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 term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit consent of the Secured Parties at any time and from time other party to time to filesuch contract, at lease, permit, license, or license agreement has not been obtained (provided, that, (A) the expense foregoing exclusions of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that this clause (i) indicate shall in no way be construed (1) to apply to the Article 9 Collateral as “all assets” extent that any described prohibition or “all personal property” of such Grantor restriction is unenforceable under Section 9-406, 9-407, 9-408, or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 9-409 of the UCC or other applicable law, or (2) to apply to the analogous legislation 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 each applicable jurisdiction for such contract, lease, permit, license, or license agreement and (B) the filing foregoing exclusions of this clause (i) 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 a Company in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, or license agreement (including any Accounts), or (2) any proceeds from the sale, license, lease, or other dispositions of any financing statement or amendmentsuch contract, including whether such Grantor is an organizationlease, the type of organization andpermit, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party tolicense, or in license agreement); (ii) any way alter or modify, any obligation or liability of any Grantor with respect assets subject to or arising out Liens under the Mississippi Loan Documents as of the Article 9date of the First Closing, (iii) any cash or cash equivalents described in clause (vii) of the definition of Permitted Indebtedness, and (iv) assets subject to a Lien permitted under clause (vii) of the definition of “Permitted Liens”.
Appears in 3 contracts
Sources: Senior Secured Convertible Promissory Note Purchase Agreement (Kior Inc), Senior Secured Promissory Note and Warrant Purchase Agreement (Kior Inc), Senior Secured Promissory Note and Warrant Purchase Agreement (Kior Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations Obligations, and subject to Section 4.01(d), each Grantor hereby assigns and pledges to the Notes Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in in, to or under which such Grantor now has or at any time in the future hereafter may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash, cash equivalents and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles, including all Intellectual Property;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Propertyother Goods;
(x) all books and records pertaining to the Article 9 CollateralInvestment Property;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementRights;
(xii) all Intellectual Property; andCommercial Tort Claims described on Schedule IV, as such schedule may be supplemented from time to time pursuant to Section 4.02(e);
(xiii) all Fixtures that are personal property;
(xiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything and
(xv) all books and records pertaining to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01foregoing.
(b) Subject to Section 3.01(e), each Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties (or its designee) at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or a lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor. Each Grantor agrees to provide the information required for any such information filing to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes The Collateral Agent to make any such filing, such obligation being that of (or its designee) is further authorized by each Grantor hereunderto file with the United States Patent and Trademark Office or the United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in United States Intellectual Property granted by such Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is and the security interest granted pursuant to Article III are granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9Collateral.
(d) Notwithstanding anything herein to the contrary, to the extent and for so long as any asset is Excluded Property, the Security Interest granted under this Section 4.01 shall not attach to, and the Collateral shall not include, such asset; provided, however that the Security Interest shall immediately attach to, and the Collateral shall immediately include, any such asset (or portion thereof) upon such asset (or such portion) ceasing to be Excluded Property.
(e) Notwithstanding anything to the contrary in the Loan Documents, none of the Grantors shall be required (i) to perfect the Security Interest granted by this Agreement (including any Security Interest in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the Uniform Commercial Code of the relevant State(s), (B) filings in United States government offices with respect to Intellectual Property as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments or Pledged Collateral as expressly required elsewhere herein (together with any necessary endorsements, stock powers or other instruments of transfer reasonably requested by the Collateral Agent) or (D) other methods provided for in Section 4.04, (ii) to take any action (other than the actions listed in clauses (i)(A), (B) and (C) above) with respect to any assets located outside of the United States, (iii) to perfect the security interests granted by this Agreement by taking any actions required under the laws of any jurisdiction outside the United States or (iv) to perfect any security interests granted by this Agreement in any assets subject to a certificate of title statute.
Appears in 3 contracts
Sources: Security Agreement (MSG Entertainment Spinco, Inc.), Security Agreement (MSG Entertainment Spinco, Inc.), Security Agreement (Madison Square Garden Co)
Security Interest. All of the Borrowers' Obligations constitute one (a1) As security for loan secured by the Agent's Liens on the Collateral now or from time to time hereafter granted by any Borrower to the Agent. To secure timely payment or performance, as the case may be, and performance in full of the Secured Obligations Obligations, each Grantor Borrower hereby assigns sells, assigns, conveys, mortgages, pledges, hypothecates and pledges transfers and hereby grants to the Notes Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent for the benefit of the Secured PartiesLenders, a security interest (the “Security Interest”) in, right of setoff against and a continuing Lien upon all of such Borrower's right, title or and interest in or and to any and all of the following assets property and properties interests in property, whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
Borrower and wheresoever located: (i) all Accounts;
; (ii) all Chattel Paper;
General Intangibles; (iii) all Documents;
Fixtures; (iv) all Equipment;
Inventory; (v) all General Intangibles;
Equipment; (vi) all Goods;
Intellectual Property; (vii) all Instruments;
Investment Property; (viii) all Inventory;
of such Borrower's deposit accounts (general or special) with any financial institution with which such Borrower maintains deposits; (ix) all Investment Property;
of such Borrower's now owned or hereafter acquired monies, and any and all other property and interests in property of such Borrower now or hereafter coming into the actual possession, custody or control of the Agent or any Lender or any agent or affiliate of the Agent or any Lender in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise); (x) all books Documents, Instruments and records pertaining to the Article 9 Collateral;
Chattel Paper of such Borrower; (xi) all Letter-of-Credit Rights but only insurance policies relating to any of the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
foregoing, including without limitation business interruption insurance; (xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds of such Borrower's books and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect records relating to any of the foregoing; provided that(xiii) all accessions and additions to, notwithstanding anything to substitutions for, and replacements of any of the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets foregoing; and (iixiv) this Agreement shall not constitute a grant all cash collections from, and all other cash and non-cash proceeds of, any of security interest in (the foregoing including, without limitation, proceeds of and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity unearned premiums with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit insurance policies insuring any of the Secured Parties at Collateral and claims against any time and from time to time to filePerson for loss of, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party damage to, or in any way alter or modifydestruction of, any obligation or liability of any Grantor with respect to or arising out all of the Article 9Collateral.
Appears in 3 contracts
Sources: Loan and Security Agreement (Lois/Usa Inc), Loan and Security Agreement (Lois/Usa Inc), Loan and Security Agreement (Lois/Usa Inc)
Security Interest. (a) As security for To secure the prompt payment or performanceand performance of its SPV Entity Guaranty, as the case may beeach SPV Entity hereby pledges, in full mortgages, charges and assigns (by way of the Secured Obligations each Grantor hereby assigns and pledges security) to the Notes Collateral Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, and hereby grants to the Notes Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon, all of the undertaking, property and assets of such SPV Entity, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Pledged Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of such SPV Entity under the applicable Purchase and Sale Agreement; (vi) all personal and fixture property or assets of such SPV Entity of every kind and nature including, in any event, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, documents of title, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all intangibles and general intangibles (including all payment intangibles) (each as defined in the UCC or the PPSA, as applicable) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing.
(b) Each SPV Entity confirms that value has been given by the Administrative Agent and the Secured Parties to such SPV Entity, that such SPV Entity has rights in its Pledged Collateral existing at the date of this Agreement, and that such SPV Entity and the Administrative Agent have not agreed to postpone the time for attachment of the security interests granted hereunder to any of the Pledged Collateral of such SPV Entity. The security interests granted hereunder with respect to the Pledged Collateral of each SPV Entity created by this Agreement shall have effect and be deemed to be effective whether or not the related Guaranteed Obligations of such SPV Entity under its SPV Entity Guaranty or any part thereof are owing or in existence before or after or upon the date of this Agreement. Neither the execution and delivery of this Agreement nor the provision of any financial accommodation by any Secured Party shall oblige any Secured Party to make any financial accommodation or further financial accommodation available to either SPV Entity or any other Person.
(c) The Administrative Agent (for the benefit of the Secured Parties) shall have, a security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of all the foregoing; provided thatPledged Collateral, notwithstanding anything and in addition to all the other rights and remedies available to the contrary in this Agreement, Administrative Agent (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at Parties), all the rights and remedies of a secured party under any time and from time applicable UCC or PPSA or under this Agreement, including Section 9.01. Each SPV Entity hereby authorizes the Administrative Agent to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial file financing statements with respect to describing the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral collateral covered thereby as “all of the debtor’s personal property or assets” or “all personal property” of words to that effect, notwithstanding that such Grantor or words of similar effect or as being of an equal or lesser wording may be broader in scope or with greater detail and (ii) contain than the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereundercollateral described in this Agreement.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 3 contracts
Sources: Receivables Purchase Agreement (NCR Atleos Corp), Receivables Purchase Agreement (NCR Corp), Receivables Purchase Agreement (NCR Corp)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations Obligations, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vvi) all Fixtures;
(vii) all General Intangibles;
(viviii) all Goods;
(viiix) all Instruments;
(viiix) all Intellectual Property;
(xi) all Inventory;
(ixxii) all Investment PropertyProperty other than the Pledged Collateral;
(xxiii) all Letters of Credit and Letter of Credit Rights;
(xiv) all minerals, oil, gas and As-Extracted Collateral;
(xv) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiiixvi) substitutions, replacements, accessions, products and proceeds (including insurance proceeds, licenses, royalties, income, payments, claims, damages and proceeds of suit) and to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this Agreementany Credit Documents, (i) this Agreement shall not constitute a grant of a security interest in (and the Article 9 Collateral shall not include) and the other provisions of the Credit Documents with respect to Collateral need not be satisfied with respect to (a) motor vehicles or other assets subject to certificates of title and commercial tort claims, (b) any assets over which the granting of security interests in such assets would be prohibited by an enforceable contractual obligation binding on the assets that existed at the time of the acquisition thereof and was not created or made binding on the assets in contemplation or in connection with the acquisition of such assets (except in the case of assets owned on the Issue Date or acquired after the Issue Date with Indebtedness of the type permitted pursuant to Section 4.03(b)(iv) of the Indenture and any equivalent provision in any Other Second-Priority Lien Obligations Document), applicable law or regulation (in each case, except to the extent such prohibition is unenforceable after giving effect to applicable provisions of the Uniform Commercial Code, other than proceeds thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code notwithstanding such prohibitions) or to the extent that such security interests would require obtaining the consent of any governmental authority or would result in materially adverse tax consequences as reasonably determined by the Issuer in writing delivered to the Collateral Agent, (c) those assets with respect to which, in the reasonable judgment of the Applicable Agent and the Issuer, evidenced in writing delivered to the Agent, the costs or other consequences of obtaining or perfecting such a security interest are excessive in view of the benefits to be obtained by the Secured Parties therefrom, (d) any Letter of Credit Rights (other than to the extent a Lien thereon can be perfected by filing a customary financing statement), (e) any Excluded Assets Securities, (f) any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would violate the terms of applicable law or of such license, contract or agreement, or result in a breach of the terms of, or constitute a default under, any such license, contract or agreement to which such Pledgor is a party (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 New York UCC or any other applicable law or regulation (including the Bankruptcy Code) or principles of equity); provided that, immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Pledgor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect, (g) any equipment or other asset owned by any Pledgor that is subject to a purchase money lien or a Capitalized Lease Obligation, in each case, as permitted under the term “Article 9 Collateral” shall Indenture and not include prohibited by any Excluded Assets other Credit Document, if the contract or other agreement in which such Lien is granted (or the documentation providing for such Capitalized Lease Obligation) prohibits or requires the consent of any person other than the Pledgors as a condition to the creation of any other security interest on such equipment or asset and, in each case, such prohibition or requirement is permitted by under the Indenture and not prohibited by any other Credit Document, (h) any foreign collateral or credit support with respect to such foreign collateral (other than any such assets pledged pursuant to the Pledge Agreement), (i) any real property (owned or leased) or oil and gas properties (owned or leased) other than the Mortgaged Properties, and (iij) this Agreement shall any asset at any time that is not constitute then subject to a grant Lien securing First-Priority Lien Obligations at such time (the foregoing clauses (a) through (j), the “Excluded Assets”). With respect to the Collateral, no control agreements or control arrangements will be required with respect to any Deposit Accounts, Securities Accounts, Commodity Contracts or any other asset, the perfection of a security interest in which specifically requires a control arrangement or control agreement (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than the delivery of Pledged Equity with respect Securities to the Issuer and all Proceeds thereof owned Applicable Agent to the extent required by it and pledged pursuant to Section 2.01Article II).
(b) Subject to Section 3.01(e), each Grantor Each Pledgor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorPledgor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property” or words of similar effect. Each Grantor Pledgor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For The Agent is further authorized to file with the avoidance United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of doubtperfecting, such authorization shall not impose confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor, without the signature of any duty Pledgor, and naming any Pledgor or obligation on the Notes Collateral Pledgors as debtors and the Agent to make any such filing, such obligation being that of each Grantor hereunderas secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Article 99 Collateral.
Appears in 3 contracts
Sources: Collateral Agreement (EP Energy Corp), Collateral Agreement (EP Energy Corp), Collateral Agreement (EP Energy Corp)
Security Interest. To secure the due payment and performance by Grantor of all indebtedness and other liabilities and obligations of Grantor to Secured Party under, arising out of or in any way connected with the Purchase Agreement, the Debenture, the Ancillary Agreements (aas defined in the Purchase Agreement) As and all other agreements, instruments and documents executed by Grantor and delivered in connection therewith or otherwise (all hereinafter referred to collectively as the “Obligations”), Grantor hereby grants to Secured Party and pledges, hypothecates, transfers and sets over to Secured Party, a lien on and security interest in and to and pledge of all of the following properties, assets and rights of Grantor, wherever located, whether now owned or hereafter acquired or arising and all proceeds and products thereof (all being hereinafter collectively referred to as the “Collateral”): all personal property and fixtures of Grantor of every kind and nature, including, without limitation all goods (including, without limitation, all inventory, equipment and any accessions and additions thereto), instruments (including, without limitation, all promissory notes), documents, accounts (including, without limitation, all health-care-insurance receivables), chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities and all other investment property, supporting obligations, any other contract rights or rights to the payment of money, all patents, trademarks and other intellectual property, all general intangibles (including, without limitation, all payment intangibles), all insurance claims, and all proceeds of the foregoing. Grantor hereby assigns to Secured Party as further security for the payment or performance, as the case may be, in full and performance of all of the Obligations, all its right, title and interest in and to all of Grantor’s securities, property, cash, cash accounts, remittances and deposits now or hereafter in the possession of or on deposit at or in Secured Obligations each Grantor hereby assigns and pledges to Party. All terms used in this Agreement which are defined in the Notes Collateral Agent, for Uniform Commercial Code as in effect in the benefit State of the Secured Parties, and hereby grants to the Notes Collateral Agent for the benefit of the Secured Parties, a security interest New York (the “Security InterestUniform Commercial Code”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes shall have the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued meaning given to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunderterm therein.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 3 contracts
Sources: Security Agreement (Glencore Holding Ag), Purchase Agreement (Polymet Mining Corp), Security Agreement (Polymet Mining Corp)
Security Interest. (a1) As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured Obligations Obligations, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(ia) all Accounts;
(iib) all Chattel Paper;
(iiic) all cash, Money and Deposit Accounts;
(d) all Documents;
(ive) all Equipment;
(vf) all General Intangibles;
(vi) all Goods;
(viig) all Instruments;
(viiih) all Inventory;
(ixi) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xij) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementRights;
(xiik) all Intellectual Property;
(l) all Commercial Tort Claims, including those described on Schedule IV hereto;
(m) each of the following:
(i) Securities Accounts;
(ii) Investment Property credited to Securities Accounts from time to time and all Security Entitlements in respect thereof; and
(xiiiiii) all cash held in any Securities Account or Deposit Account;
(n) all books and Records pertaining to the extent not otherwise includedArticle 9 Collateral; and
(o) all Proceeds, all Proceeds Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this AgreementAgreement or any other Loan Document, (i) the Article 9 Collateral will not include any Pledged Collateral and (ii) the Article 9 Collateral (and any components comprising thereof) will not include, this Agreement shall will not constitute a grant of a security interest in, the security interest granted hereunder will not attach to and no representation, warranty, covenant or any other provision contained in this Agreement or any other Security Document shall apply to, any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01Asset.
(b2) Subject to the limitations set forth in Section 3.01(e4.01(6), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements with respect to the Collateral (including all Article 9 Collateral consisting of Pledged Collateral) or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including including:
(a) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor; and
(b) a description of collateral that describes such property in any manner as the Collateral Agent may reasonably determine is necessary to ensure the perfection of the security interest in the Collateral granted under this Agreement, including describing such property as “all assets”, whether now owned or hereafter acquired, or words of similar effect. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable written request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c3) The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be reasonably necessary for the purpose of perfecting, continuing, enforcing or protecting the Security Interest granted in Intellectual Property by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.
(4) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Grantor shall be required to take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in any Article 9 Collateral of such Grantor.
(5) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 3 contracts
Sources: Term Loan Guarantee and Collateral Agreement, Term Loan Guarantee and Collateral Agreement (Amneal Pharmaceuticals, Inc.), Abl Guarantee and Collateral Agreement (Impax Laboratories, LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations Obligations, each Grantor hereby assigns and pledges to the Notes Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of such Grantor’s right, title or and interest in or in, to and under any and all of the following assets and properties properties, whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all GoodsInstruments;
(vii) all InstrumentsInventory;
(viii) all Inventory;Investment Property:
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(x) all Goods and Fixtures;
(xi) all Money, cash, cash equivalents, Deposit Accounts, Securities Accounts and Commodities Accounts;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementRights;
(xiixiii) all Commercial Tort Claims listed on Schedule III and any supplement thereto;
(xiv) the Collateral Account, and all cash, Money, Securities and other investments deposited therein;
(xv) all Supporting Obligations;
(xvi) all Security Entitlements in any or all of the foregoing;
(xvii) all Intellectual Property; and
(xiiixviii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that Article 9 Collateral shall not include, and the Security Interest shall not attach to, any of the following assets or property, each being an “Excluded Asset”:
(i) any asset (including any Equipment or Inventory owned by a Grantor that is subject to a Lien permitted under Section 7.01(i) of the Credit Agreement securing Indebtedness permitted under Section 7.03 of the Credit Agreement to finance or refinance such Equipment or Inventory) or any lease, license, franchise, charter, authorization, contract or agreement to which any Loan Party is a party, together with any rights or interest thereunder, in each case, if and to the extent security interests therein (x) are prohibited by or in violation of any applicable Law, (y) requires any governmental consent or consent of a third party that is not a Loan Party or an Affiliate of a Loan Party (to the extent the applicable Loan Party has used commercially reasonable efforts to obtain such consent) that has not been obtained or (z) in the case of any lease, license, franchise, charter, authorization, contract or agreement, is prohibited by or in violation of a term, provision or condition of any such lease, license, franchise, charter, authorization, contract or agreement to which such Grantor is a party, except, in the case of each of the foregoing clauses (x), (y) and (z), to the extent that such prohibition or restriction would be rendered ineffective under the UCC or other applicable Law or principle of equity; provided, however, that, notwithstanding anything the foregoing, the Collateral shall include (and the Security Interest shall attach) at such time as the contractual or legal prohibition shall no longer be applicable and to the contrary extent severable, shall attach to any portion of such asset, lease, license, franchise, charter, authorization, contract or agreement not subject to the prohibitions specified in clauses (x), (y) or (z) above; provided, further, that the Excluded Assets referred to in this Agreement, clause (i) this Agreement shall not constitute include any Proceeds or receivables of any such asset, lease, license, franchise, charter, authorization, contract or agreement;
(ii) the Excluded Equity Interests;
(iii) any “intent-to-use” application for registration of a grant Trademark filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051, prior to the filing and acceptance 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 (it being understood that after such filing and acceptance such intent-to-use application shall be automatically subject to the security interest granted herein and deemed to be included in the Collateral);
(A) any leasehold interest (including any ground lease interest) in real property, (B) any fee interest in owned real property with a fair market value below $10,000,000 and (C) any Fixtures affixed to any real property to the extent (x) such Fixtures are affixed to any real property with a fair market value below $10,000,000 or (y) a security interest in such Fixtures may not be perfected by the filing of a UCC financing statement in the jurisdiction of organization of the applicable Grantor.
(v) (A) as extracted collateral, (B) timber to be cut, (C) farm products and (D) manufactured homes;
(vi) any particular asset, if the pledge thereof or the security interest therein would result in material adverse tax consequences to any Grantor as reasonably determined by the Borrower with notice in writing (which shall reasonably identify the basis for such determination) to the Administrative Agent;
(vii) any specifically identified asset with respect to which the Administrative Agent has determined (in its reasonable judgment) that the costs of obtaining, perfecting or maintaining a Security Interest or pledge in such asset exceed the fair market value thereof (as determined by the Borrower in its reasonable judgment) or the practical benefit to the Secured Parties afforded thereby;
(viii) Excluded Intercompany Debt; and
(ix) motor vehicles, aircraft and other assets subject to certificates of title or ownership (including, without limitation, aircraft, airframes, aircraft engines or helicopters, or any equipment or other assets constituting a part thereof, in each case to the extent subject to Federal Aviation Act registration requirements, and rolling stock; provided that if and when any property shall cease to be an Excluded Asset, a Lien on and security interest in such property shall be deemed granted therein and the provisions of this Agreement shall apply to such property, including the Proceeds of any General Intangible, Instrument, license, property right, permit or any other contract or agreement (except to the extent such Proceeds are an Excluded Assets). Notwithstanding anything to the contrary, the Proceeds of, or in respect of, any Excluded Assets and the term “shall constitute Article 9 Collateral” shall not include any Excluded Assets and Collateral (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect except to the Issuer and all extent such Proceeds thereof owned by it and pledged pursuant to Section 2.01are an Excluded Asset).
(b) Subject to Section 3.01(e), each Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements or continuation statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto that (i) indicate describe the Article 9 collateral covered thereby in any manner that the Collateral Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Collateral granted under this Agreement including indicating the Collateral as “all assets” assets or “all personal property” property of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes The Collateral Agent is further irrevocably authorized to make file (to the extent the Grantors have not already made such filings) Intellectual Property Security Agreements, or supplement or amendments thereof, executed by the applicable Grantor(s) with the United States Patent and Trademark Office or United States Copyright Office (or any successor offices). Without limiting the rights and remedies of the Collateral Agent arising under Applicable Law and under the Loan Documents, the Parties agree that in the event an Intellectual Property Security Agreement, or supplement or amendments thereof, is no longer a reasonably acceptable form of documentation to file with the United States Patent and Trademark Office or the United States Copyright Office (or any successor offices), as applicable, the authorization granted in the preceding sentence extends to any other documents and actions reasonably necessary to evidence, record, confirm or otherwise perfect the Security Interest in IP Collateral consisting of U.S. issued Patents, U.S. registered Trademarks or U.S. registered Copyrights (and applications for any of the foregoing) naming the Collateral Agent as secured party, but, except as provided under Article V hereof or under the Loan Documents, the Collateral Agent is not authorized to execute any such filing, documents on any Grantor’s behalf (to the extent such obligation being that of each Grantor hereunderexecution is necessary).
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 3 contracts
Sources: Second Lien Security Agreement, Second Lien Security Agreement (Advantage Solutions Inc.), First Lien Security Agreement (Advantage Solutions Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations each Obligations, the Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in), in all of the Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such the Grantor or in which such the Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel PaperDeposit Accounts;
(iii) all Documents;
(iv) all EquipmentGeneral Intangibles;
(v) all General Intangiblesthe Collection Account;
(vi) all Goodsthe Debt Service Account;
(vii) all InstrumentsMedia Revenues;
(viii) all Inventorythe Grantor’s rights in respect of Local Media Contracts;
(ix) all Investment PropertyMembership Rights;
(x) all Expansion Revenues;
(xi) all Ticket Rights;
(xii) all Employee Contracts;
(xiii) all Instruments;
(xiv) all Investment Property that shall arise from any investment from time to time in the Debt Service Account;
(xv) all money market deposit accounts maintained with the Collateral Agent for the purpose of investing amounts deposited in the Collection Account and the Debt Service Account;
(xvi) all books and records pertaining to any of the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Propertyforegoing; and
(xiiixvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given to the Grantor by any Person with respect to any of the foregoing; provided in each case, except that the Article 9 Collateral shall not include (w) any Investment Property other than Investment Property pursuant to clause (xiv) above, (x) any property or assets to the extent such item (other than any item constituting Core Collateral) has been assigned, pledged or otherwise transferred by the Grantor to any Person (other than the Secured Parties) in a transaction that is not prohibited by the Credit Agreement or any other Loan Document, (y) any Commingled Assets, and (z) any United States “intent to use” trademark application or intent-to-use service mark application filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act solely to the extent, if any, that, notwithstanding anything to and solely during the contrary period, if any, in this Agreementwhich, (i) this the grant of a security interest therein would impair the validity of, or render void or voidable or result in the cancellation of the Grantor’s right, title or interest therein or any Trademark issued as a result of such application under applicable federal law, or any Trademark or other rights therein or thereto if the grant of a lien on or security interest in such Trademark would result in the cancellation or voiding of such Trademark or such rights. This Agreement shall not constitute a grant of a security interest in any Excluded Assets property or assets to the extent that, and for so long as, such grant of a security interest is prohibited by any requirement of law, rule or regulation, requires a consent not obtained of any Governmental Authority pursuant to any such law, rule or regulation, is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or assets or, in the case of Equity Interests in any Person that is not a Subsidiary of the Borrower, to the extent, and for so long as, such grant requires, pursuant to the constituent documents of such Person or any related joint venture, shareholder or similar agreement binding on any shareholder, partner or member of such Person, the consent of any governing body of or Persons (other than of the Borrower or any of its Affiliates) holding Equity Interests in such Person and such consent shall not have been obtained, except in each case to the extent that such requirement of law, rule or regulation or the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings such contract, license, agreement, instrument or other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01document or constituent documents, shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law, rule or regulation.
(b) Subject to Section 3.01(e), each The Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction in the United States any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such the Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such the Grantor. Each The Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes The Collateral Agent is further authorized to make file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in the United States) such filingdocuments as may be necessary for the purpose of perfecting, such obligation being that confirming, continuing, enforcing or protecting the Security Interest granted by the Grantor, without the signature of each the Grantor, and naming the Grantor hereunderas debtor and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any the Grantor with respect to or arising out of the Article 99 Collateral.
Appears in 2 contracts
Sources: Security Agreement (MSGS Spinco, Inc.), Security Agreement (MSGS Spinco, Inc.)
Security Interest. (a) As security for To secure the prompt payment or performance, as the case may be, in full and performance of the Secured Obligations each Grantor Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby assigns and pledges grants to the Notes Collateral Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in and hereby grants lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes, the Blocked Accounts and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes, Blocked Accounts and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement, (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the Notes Collateral payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing.
(b) The Administrative Agent (for the benefit of the Secured Parties) shall have, a security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of all the foregoing; provided thatSeller Collateral, notwithstanding anything and in addition to all the other rights and remedies available to the contrary in this Agreement, Administrative Agent (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at Parties), all the rights and remedies of a secured party under any time and from time applicable UCC. The Seller hereby authorizes the Administrative Agent to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial file financing statements with respect to describing the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral collateral covered thereby as “all of the debtor’s personal property or assets” or “all personal property” of words to that effect, notwithstanding that such Grantor or words of similar effect or as being of an equal or lesser wording may be broader in scope or with greater detail and (ii) contain than the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereundercollateral described in this Agreement.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Receivables Purchase Agreement (DXC Technology Co), Receivables Purchase Agreement (DXC Technology Co)
Security Interest. (a) 3.1 As security for the prompt and complete payment when due (whether on the payment dates or performance, as the case may be, in full otherwise) of all the Secured Obligations each Grantor hereby assigns and pledges to the Notes Collateral AgentObligations, for the benefit of the Secured Parties, and hereby Borrower grants to the Notes Collateral Agent for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of Borrower’s right, title, and interest in, all right, title or interest in or to any and under all of Borrower’s personal property and other assets including without limitation the following assets and properties (except as set forth herein) whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (other than Intellectual Property); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Goods; and all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books other tangible and records pertaining to intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to possession or under the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection control of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual PropertyAgent; and
(xiii) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all Supporting Obligationsaccessions to, collateral security substitutions and guarantees given by any Person with respect to any replacements for, and rents, profits and products of each of the foregoing; provided thatprovided, notwithstanding anything however, that the Collateral shall include all Accounts and General Intangibles that consist of rights to payment and proceeds from the sale, licensing or disposition of all or any part, or rights in, the Intellectual Property (the “Rights to Payment”).
3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include: (a) non-assignable licenses or contracts, which by their terms require the consent of the licensor thereof or another party (but only to the contrary in this Agreementextent such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 9406, 9407 and 9408 of the UCC), (ib) this Agreement shall not constitute any Excluded Account, (c) any interest of Borrower as a grant lessee under an Equipment lease or other capital assets constituting purchase money Liens to the extent permitted pursuant to clause (vii) of the definition of Permitted Liens if Borrower is prohibited by the terms of such lease from granting a security interest in such lease or under which such an assignment or Lien would cause a default to occur under such lease; provided, however, that upon termination or cessation of such prohibition, such interest shall immediately become Collateral without any Excluded Assets and the term “Article 9 Collateral” shall not include action by Borrower, Agent or Lenders, (d) any Excluded Assets Intellectual Property and (iie) this Agreement shall not constitute a grant of any particular asset if the pledge thereof or the security interest therein is prohibited or restricted by applicable law, rule or regulation (including any requirement to obtain the consent of any governmental authority, regulatory authority or third party), provided that the foregoing exclusion of this clause (e) shall in no way be construed (and Holdings shall not be deemed 1) to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect apply to the Issuer and all Proceeds thereof owned by it and pledged pursuant to extent that any described prohibition or restriction is unenforceable under Section 2.01.
(b) Subject to Section 3.01(e)9-406, each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file9-407, at the expense of such Grantor9-408, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 9-409 of the UCC or other applicable law or (2) to apply to the analogous legislation extent that any consent or waiver has been obtained, or is hereafter obtained, that would permit the Agent’s security interest or Lien notwithstanding the prohibition or restriction on the pledge of each applicable jurisdiction for such asset.
3.3 At such time as the filing of any financing statement or amendmentSecured Obligations (other than inchoate indemnity obligations) are paid in full in cash, including whether such Grantor is an organizationAgent’s Lien on the Collateral shall be released and all rights therein shall revert to Borrower, the type of organization and, if requiredat Borrower’s sole cost and expense, any organizational identification number issued to such Grantor. Each Grantor Agent agrees to provide execute such information documents and take such other steps as are reasonably necessary for Borrower to accomplish the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubtforegoing, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunderall at Borrower’s sole cost and expense.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (Constellation Pharmaceuticals Inc)
Security Interest. (a) As security for the payment or performanceperformance by the Borrower of all the terms, as covenants and agreements on the case may be, in full part of the Secured Obligations each Grantor hereby assigns and pledges Borrower to be performed under this Agreement or any other Transaction Document, including the Notes Collateral Agentpunctual payment when due of all Borrower Obligations, for the benefit of the Secured Parties, and Borrower hereby grants to the Notes Collateral Agent Administrative Agent, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all of the Borrower's right, title or and interest in and to the following (collectively, the "Collateral"):
(a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Related Security and Collections with respect thereto;
(b) all loans made to the European Purchaser under the European Loan Agreement;
(c) the Originator Purchase Agreements, the European Loan Agreement, the Transfer Agreement, the European Purchaser Guaranty, the European Purchaser Security Agreement, the Servicing Agreement, the Performance Guaranty, the Credit Default Swaps and the Control Agreements (collectively, the "Collateral Agreements"), including, without limitation, (i) all rights of the Borrower to receive moneys due or to become due under or pursuant to the Collateral Agreements, (ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Collateral Agreements, (iii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Collateral Agreements, (iv) all claims of the Borrower for damages arising out of or for breach of or default under the Collateral Agreements, and (v) the right to compel performance and otherwise exercise all remedies and enforce all rights under the Collateral Agreements;
(d) the Collection Accounts, the Concentration Accounts, any Credit Default Collateral Accounts (as defined in the Transfer Agreement), the Credit Default Premium Reserve Account and the Collateral Accounts, including, without limitation, (i) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing any of such accounts or any funds and other evidences of payment held therein, (ii) all investment property and other financial assets held in, or acquired with funds from, such accounts and all certificates and instruments from time to time representing or evidencing such investment property and financial assets, (iii) all notes, certificates of deposit and other instruments from time to time hereafter delivered in substitution for any of the then existing accounts and (iv) all interest, dividends, cash, instruments, financial assets, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accountsaccounts;
(iie) all Chattel Paper;
other assets of the Borrower, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (iiias those terms are defined in the UCC as in effect on the date hereof in the State of New York) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to in which the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual PropertyBorrower has any interest; and
(xiiif) to the extent not otherwise includedincluded in the foregoing, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Receivables Loan Agreement (TRW Automotive Inc), Receivables Loan Agreement (TRW Automotive Inc)
Security Interest. To secure payment of the Obligations, Borrower hereby grants to Secured Party a continuing security interest in and to all of Borrower’s rights, title and interest in and to all of its property of any kind or description, tangible and intangible personal property, assets and rights, wherever located, whether now existing or owned or hereafter arising or acquired and the proceeds and products therefrom, including, without limitation, the following (collectively, the “Collateral”):
(a) As security All Accounts, including, without limitation, accounts receivable, insurance receivables and prepaid premiums, if any, and all Goods whose sale, lease or other disposition has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, Borrower, or rejected or refused by an Account Debtor;
(b) All Chattel Paper, including, without limitation, Electronic Chattel Paper and liens and lien rights on customer property; Documents; Instruments, including, without limitation, Promissory Notes; Letter of Credit Rights and proceeds of letters of credit; Supporting Obligations; Liabilities secured by real estate; Commercial Tort Claims and General Intangibles, including, without limitation, Payment Intangibles and Software;
(c) All Inventory, including, without limitation, raw materials, work in process, materials and finished goods leased by Borrower as lessor or held for sale or lease or furnished or to be furnished under contracts of service or used or consumed in a business;
(d) All Goods and all Equipment;
(e) All Securities, Investment Property and Deposit Accounts;
(f) all patents, patent applications and inventions and all issued patents in the United States of America or elsewhere and any future patents, including any reissue, continuation, division or other extension in whole or part of any such patent;
(g) All products of, additions and accessions to, and substitutions, betterments and replacements for the payment foregoing property;
(h) All sums at any time credited by or performance, as the case may be, due from Secured Party to Borrower;
(i) All property in full of the Secured Obligations each Grantor hereby assigns and pledges to the Notes Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent for the benefit of the Secured Parties, a security which Borrower has an interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor coming into the possession or under the control of Secured Party or in transit by mail or carrier to or from Secured Party or in possession of or under the control of any third party acting on Secured Party’s behalf without regard to whether Secured Party received the same in pledge, for safekeeping, as agent for collection or transmission or otherwise or whether Secured Party has conditionally released the same (excluding, nevertheless, any of the foregoing property of Borrower which such Grantor now has or at any time hereafter is in the future may acquire possession or control of Secured Party under any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books written trust agreement wherein Secured Party is trustee and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral Borrower is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Propertytrustor); and
(xiiij) to the extent not otherwise included, all All Proceeds and products of any and all (whether Cash Proceeds or Noncash Proceeds) of the foregoing and all Supporting Obligationsproperty, collateral security and guarantees given including, without limitation, proceeds of insurance payable by any Person with respect to any reason of the foregoing; provided that, notwithstanding anything loss or damage to the contrary foregoing property and of eminent domain or condemnation awards. Terms used and not otherwise defined in this Agreement shall have the meaning given such terms in the Michigan Uniform Commercial Code (the “UCC”). In the event the meaning of any term defined in the UCC is amended after the date of this Agreement, the meaning of such term as used in this Agreement shall be that of the more encompassing of: (i) this Agreement shall not constitute a grant of a security interest the definition contained in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets UCC prior to the amendment, and (ii) this Agreement shall not constitute a grant of security interest the definition contained in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or after the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Security Agreement (Health Enhancement Products Inc), Security Agreement (Health Enhancement Products Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations Guaranteed Obligations, each Grantor Guarantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “"Security Interest”") in, in all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Guarantor or in which such Grantor Guarantor now has or at any time in the future may acquire any right, title or interest (collectively, the “"Article 9 Collateral”"):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vvi) all Fixtures;
(vii) all General Intangibles;
(vi) all Goods;
(viiviii) all Instruments;
(viiiix) all Inventory;
(ixx) all Investment Property;
(xxi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims;
(xiii) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiiixiv) to the extent not otherwise included, all Proceeds proceeds, supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and (other than the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (the Pledged Stock pursuant to Section 3.01) in, and Holdings "Article 9 Collateral" shall not include, (a) any Equity Interests of any Person (except for Equity Interests of any Material Subsidiary listed on Schedule VI hereto as such schedule may be deemed updated from time to time, that can be Grantor with respect toperfected upon the filing of a financing statement), (b) any Material Pledged Debt Securities or any debt securities that may be pledged pursuant to any foreign pledge agreement under the terms of the Credit Agreement, (c) any assets of Holdings any Subsidiary to the extent that, as of the Closing Date, and for so long as, a pledge of such assets would violate a contractual obligation binding on such assets or such Subsidiary, (d) any assets of any Subsidiary acquired after the Closing Date in accordance with the Credit Agreement if, and to the extent that, and for so long as (1) pledging such assets would violate applicable law or a contractual obligation binding on such assets or such Subsidiary and (2) such law or obligation existed at the time of the acquisition thereof or (e) 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 the reasonable request of the Collateral Agent, Domestic Borrower shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (c) and (d) above, other than Pledged Equity with respect those set forth in a joint venture agreement to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01which Holdings or any Subsidiary is a party .
(b) Subject to Section 3.01(e), each Grantor Each Guarantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements (including fixture filings), continuation statements, or other filings and recordings, with respect to the Article 9 Collateral and any other collateral pledged hereunder or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, or such other information as may be required under applicable law including (i) whether such Grantor Guarantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGuarantor, (ii) in the case of Fixtures, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral or other collateral granted under this Agreement, including describing such property as "all assets" or "all property". Each Grantor Guarantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes The Collateral Agent is further authorized to make file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such filingdocuments as may be necessary or advisable for the purpose of perfecting, such obligation being that of each Grantor hereunder.
(c) The confirming, continuing, enforcing or protecting the Security Interest is granted by each Guarantor, without the signature of any Guarantor, and naming any Guarantor or the Guarantors as security only debtors and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9as secured party.
Appears in 2 contracts
Sources: Domestic Guarantee and Collateral Agreement (Dresser-Rand Group Inc.), Domestic Guarantee and Collateral Agreement (Dresser-Rand Group Inc.)
Security Interest. (a) As ▇▇▇▇▇ and Sellers intend that all Transactions hereunder be sales to Buyer of the Purchased Loans for all purposes (other than for accounting and U.S. Federal, state and local income or franchise Tax purposes) and not loans from Buyer to Sellers secured by the Purchased Loans. Notwithstanding the foregoing, in order to preserve ▇▇▇▇▇’s rights under this Agreement and the other Transaction Documents
(i) in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and (ii) irrespective of any recharacterization determination, as security for both its performance and for the payment or performance, as the case may be, in full performance of the Secured other Seller of all Obligations hereunder and under the Transaction Documents, each Grantor Seller hereby assigns grants Buyer and pledges to the Notes Collateral Repo Agent, for the benefit of ▇▇▇▇▇ and Repo Agent, a security interest in all of such Seller’s right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising: (i) all of the Secured PartiesPurchased Loans, inclusive of any related Advances (including, for the avoidance of doubt, all security interests, mortgages and hereby grants liens on personal or real property securing the Purchased Loans, inclusive of any related Advances), (ii) the Purchased Loan Documents and all Records, (iii) all related Servicing Rights and Servicing Records, (iv) each Collection Account and all amounts and property from time to time on deposit therein, (v) the Notes Collateral Agent Remittance Account and all amounts and property from time to time on deposit therein, (vi) all Income from the Purchased Loans, inclusive of any related Advances, (vii) each deposit account established in connection with the Purchased Loans for the benefit of any Relevant Party pursuant to the Secured Partiesrelated Servicing Agreements, a security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
mortgage guarantees and insurance policies relating to any Purchased Loan or the related Mortgaged Property, and all proceeds thereunder, (ix) all Investment Property;
(x) all books “general intangibles”, “accounts” and records pertaining “chattel paper” as defined in the UCC relating to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent or constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary items set forth in this Agreement, clauses (i) this Agreement shall not constitute a grant of a security interest in through (viii) above, (x) all replacements, substitutions or distributions on or proceeds, payments, cash, and profits of, and records and files relating to, any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time foregoing items set forth in clauses (i) through (ix) above, (xi) the Disbursement Account established by the Disbursement Agent and Account Control Agreement and all funds credited thereto and amounts held from time to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization on deposit therein and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Master Repurchase Agreement (Angel Oak Mortgage REIT, Inc.), Master Repurchase Agreement (Angel Oak Mortgage REIT, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Property;
(ii) all Accounts;
(iiiii) all Chattel Paper;
(iiiiv) all Commercial Tort Claims listed on Schedule II hereto;
(v) all Deposit Accounts;
(vi) all Documents;
(ivvii) all Equipment;
(vviii) all General Intangibles;
(vi) all Goods;
(viiix) all Instruments;
(viiix) all Inventory;
(ixxi) all Investment Property;
(xxii) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligationssupporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, that notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in (A) any Excluded Assets letter-of-credit rights, (B) any Securitization Assets, (C) motor vehicles and other assets subject to certificates of title, (D) any Equity Interests in any Unrestricted Subsidiary or any Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (E) more than 65% of the issued and outstanding voting Equity Interests of any Material Foreign Subsidiary that is a direct or indirect subsidiary of Holdings, (F) Equity Interests of any Foreign Subsidiary that is not a Material Foreign Subsidiary, (G) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings, (H) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (I) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (J) (i) if there are outstanding Obligations under the Senior Credit Facilities, any asset with respect to which the Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a security interest in such asset or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) if there are no outstanding Obligations under the Senior Credit Facilities, any asset with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the Trustee and the term “Article 9 Collateral” Notes Collateral Agent its reasonable determination that the costs of providing a security interest in such asset or perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, (K) security interests prohibited by law or by agreements containing anti-assignment clauses not overridden by the UCC or other applicable law or (L) any General Intangible, Investment Property or other rights of a Grantor arising under any contract, lease, instrument, license or other document or any assets subject thereto if (but only to the extent that) the grant of a security interest therein would (x) constitute a violation of a valid and enforceable restriction in respect of such General Intangible, Investment Property or other such 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 restrictions described herein shall not include negative pledges or similar undertakings in favor of a lender or other financial counterparty) or (y) expressly give any Excluded Assets and other party in respect of any such contract, lease, instrument, license or other document, the right to terminate its obligations thereunder, provided, however, that the limitation set forth in clause (iiL) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement shall not constitute a in any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant of security interest in (and Holdings shall not be deemed is rendered ineffective by any applicable law, including the Uniform Commercial Code. Each Grantor shall, if requested to be Grantor with respect to) do so by the Trustee, use commercially reasonable efforts to obtain any assets of Holdings other than Pledged Equity such required consent that is reasonably obtainable with respect to Collateral which the Issuer and all Proceeds thereof owned by it and pledged pursuant Trustee reasonably determines to Section 2.01be material.
(b) Subject to Section 3.01(e), each Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” assets of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 99 Collateral.
(d) Notwithstanding anything to the contrary in this Agreement or the Indenture, none of the Grantors shall be required to enter into any deposit account control agreement or securities account control agreement with respect to any deposit account or securities account.
Appears in 2 contracts
Sources: Security Agreement (Freescale Semiconductor Holdings I, Ltd.), Security Agreement (Freescale Semiconductor Inc)
Security Interest. (a) 3.1 As security for the prompt and complete payment when due (whether on the payment dates or performance, as the case may be, in full otherwise) of all the Secured Obligations each Grantor hereby assigns and pledges to the Notes Collateral AgentObligations, for the benefit of the Secured Parties, and hereby Borrower grants to the Notes Collateral Agent for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of Borrower’s right, title, and interest in, all right, title or interest in or to any and under all of Borrower’s personal property and other assets including without limitation the following assets and properties (except as set forth herein) whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (other than Intellectual Property); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Goods; and all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books other tangible and records pertaining to intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to possession or under the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection control of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual PropertyAgent; and
(xiii) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all Supporting Obligationsaccessions to, collateral substitutions and replacements for, and rents, profits and products of each of the foregoing; provided, however, that the Collateral shall include all Accounts and General Intangibles that consist of rights to payment and proceeds from the sale, licensing or disposition of all or any part, or rights in, the Intellectual Property (the “Rights to Payment”). Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral shall automatically, and guarantees given effective as of the date of this Agreement, include the Intellectual Property to the extent necessary to permit perfection of Agent’s security interest in the Rights to Payment.
3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include (a) nonassignable licenses or contracts, which by any Person their terms require the consent of the licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 9406, 9407 and 9408 of the UCC), provided further, that upon the termination of such prohibition or such consent being provided with respect to any license or contract, such license or contract shall automatically be included in the Collateral; (b) property for which the granting of a security interest therein is contrary to applicable law, provided that upon the foregoingcessation of any such restriction or prohibition, such property shall automatically be included in the Collateral; provided that(c) any property subject to a Permitted Lien hereunder, notwithstanding anything to if the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged such property pursuant to Section 2.01.
this Agreement would be prohibited by the agreement creating such Permitted Lien or would otherwise constitute a default thereunder or create a right of termination by a party thereto (b) Subject to Section 3.01(eother than Borrower), each Grantor hereby irrevocably authorizes provided that upon the Notes Collateral Agent for the benefit of the Secured Parties at any time termination and from time to time to file, at the expense release of such GrantorLien or prohibition, such property shall automatically be included in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail Collateral; and (iid) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunderExcluded Account.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Loan and Security Agreement (Century Therapeutics, Inc.), Loan and Security Agreement (Century Therapeutics, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations Obligations, each Grantor hereby pledges, assigns and pledges grants to the Notes Collateral Agent, on behalf of and for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent for the benefit of the Secured PartiesCreditors, a security interest (the “Security Interest”) in, in all of its right, title or and interest in or in, to any and under all of the following assets property and properties other assets, whether now owned by or at any time owing to, or hereafter acquired by or arising in favor of, such Grantor or in Grantor, and regardless of where located (all of which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, are collectively referred to as the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper);
(iii) all DocumentsIntellectual Property;
(iv) all Documents;
(v) all Equipment;
(vvi) all Fixtures;
(vii) all General Intangibles;
(viviii) all Goods;
(viiix) all Instruments;
(viiix) all Inventory;
(ixxi) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xixii) all Letter-of-Credit Rights but only to the extent constituting a and Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementObligations;
(xiixiii) all Intellectual PropertyDeposit Accounts;
(xiv) all Vehicles;
(xv) all Commercial Tort Claims as specified from time to time in Schedule IV hereto (as the same may be updated from time to time in accordance with the terms hereof);
(xvi) all cash or other property deposited with the Collateral Agent or any Secured Creditor or any Affiliate of the Collateral Agent or any Secured Creditor or which the Collateral Agent, for its benefit and for the benefit of the other Secured Creditors, or any Secured Creditor or such Affiliate is entitled to retain or otherwise possess as collateral pursuant to the provisions of this Agreement or the Credit Agreement;
(xvii) all books, records, files, correspondence, computer programs, tapes, disks and related data processing software which contain information identifying or pertaining to any of the foregoing or any Account Debtor or showing the amounts thereof or payments thereon or otherwise necessary or helpful in the realization thereon or the collection thereof;
(xviii) As-Extracted Collateral; and
(xiiixix) to the extent not otherwise included, all Proceeds and products of any and all accessions to, substitutions for and replacements, products and cash and non-cash proceeds (including Stock Rights) of the foregoing (including any claims to any items referred to in this definition and any claims against third parties for loss of, damage to or destruction of any or all Supporting Obligations, collateral security and guarantees given by any Person of the Collateral or for proceeds payable under or unearned premiums with respect to any policies of insurance) in whatever form, including cash, negotiable instruments and other instruments for the foregoing; provided thatpayment of money, notwithstanding Chattel Paper, collateral agreements and other documents. Notwithstanding the foregoing or anything herein to the contrary contrary, in this Agreement, (i) this Agreement no event shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include or the Security Interest attach to any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01Collateral.
(b) Subject to Section 3.01(e), each Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties Creditors at any time and from time to time to file, at the expense of such Grantor, file in any relevant U.S. jurisdiction any initial financing statements statements, with respect to the Collateral or any part thereof and amendments thereto that (i) indicate describe the Article 9 collateral covered thereby in any manner that the Collateral Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Collateral granted under this Agreement, including indicating the Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For The Collateral Agent is further authorized to file with the avoidance of doubtUnited States Patent and Trademark Office or United States Copyright Office (or any successor office), such authorization shall not impose documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of Patents, Trademarks or Copyrights granted by each Grantor and naming any duty Grantor or obligation on the Notes Grantors as debtors and the Collateral Agent to make any such filing, such obligation being that of each Grantor hereunderas secured creditor.
(c) The Security Interest is and the security interest granted pursuant to Article II are granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party Creditor to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9Collateral.
Appears in 2 contracts
Sources: Credit Agreement (Builders FirstSource, Inc.), Abl Collateral Agreement (Builders FirstSource, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations Obligations, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Second-Priority Secured Parties, and hereby grants to the Notes Collateral Agent Agent, its successors and permitted assigns, for the benefit of the Second-Priority Secured Parties, a security interest (the “Security Interest”) in, in all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscollection accounts, Deposit Accounts, Securities Accounts, Commodity Accounts and any cash or other assets held in such accounts and any security entitlements and other rights with respect thereto;
(iv) all Documents;
(v) all Equipment;
(vvi) all Fixtures;
(vii) all General Intangibles;
(viviii) loans receivable and all other Payment Intangibles
(ix) Goods;
(viix) all Instruments;
(viiixi) all InventoryIntellectual Property (including all claims for, and rights to ▇▇▇ for, past or future infringements or violations of any Intellectual Property and all income, royalties, damages and payments now or hereafter due and payable with respect to any Intellectual Property, including damages and payments for past or future infringements or violations of any Intellectual Property);
(ixxii) all Inventory (including reusable water containers);
(xiii) all Investment PropertyProperty other than the Pledged Collateral, which is governed by Article II;
(xxiv) all Letters of Credit and Letter of Credit Rights;
(xv) all Commercial Tort Claims, individually in excess of $3,000,000, as described from time to time on Schedule IV;
(xvi) all minerals, oil, gas and As-Extracted Collateral;
(xvii) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiiixviii) substitutions, replacements, accessions, products and Proceeds (including insurance proceeds, licenses, royalties, income, payments, claims, damages and proceeds of suit) and to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this Agreementany Notes Indenture Documents, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets (and the term “Article 9 Collateral” Collateral shall not include any Excluded Assets include), and (ii) this Agreement shall not constitute a grant the other provisions of security interest in (and Holdings shall the Notes Indenture Documents with respect to Collateral need not be deemed to be Grantor satisfied with respect to) any assets of Holdings other than Pledged Equity with respect to , the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01Excluded Property.
(b) Subject to Section 3.01(e), each Grantor Each Pledgor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorPledgor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Collateral relates and (iii) a description of Collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Collateral granted under this Agreement, including describing such property as “all assets” or “all personal property” or words of similar effect. Each Grantor Pledgor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes The Collateral Agent is further authorized to make file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such filingdocuments as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor, without the signature of any Pledgor, and naming any Pledgor or the Pledgors as debtors and the Collateral Agent as secured party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action under the laws of any jurisdiction other than the United States of America (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in any Article 9 Collateral of such obligation being that of each Grantor hereunderPledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Second-Priority Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Collateral Agreement (Second Lien) (DS Services of America, Inc.), Collateral Agreement (Second Lien) (DS Services of America, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations Obligations, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles;
(vii) all Instruments;
(viii) all Intellectual Property;
(ix) all Inventory;
(ixx) all Investment Property;
(xxi) all Letter of Credit Rights;
(xii) all Commercial Tort Claims;
(xiii) to the extent not included in the definition of “General Intangibles”, all choses in action and causes of action and all other intangible personal property of any Pledgor of every kind and nature (other than Accounts) now owned or hereafter acquired by any Pledgor, including corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Swap Agreements and other agreements), Intellectual Property, goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or other security;
(xiv) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xv) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiiixvi) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in (a) any Excluded Assets vehicle covered by a certificate of title or ownership, (b) any assets with respect to which the Collateral and Guarantee Requirement or the term “Article 9 Collateral” shall other paragraphs of Section 5.11 of the Credit Agreement need not include be satisfied by reason of Section 5.11(g) of the Credit Agreement, (c) any Excluded Assets and Equity Interests, the pledge of which is governed by Section 3.01 hereof, (iid) this Agreement shall not any Letter of Credit Rights to the extent any Pledgor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose or (e) any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement, result in a breach of the terms of, or constitute a grant default under, any license, contract or agreement to which such Pledgor is a party (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 security interest in the New York UCC or any other applicable law (including, without limitation, Title 11 of the United States Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and Holdings such Pledgor shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer have granted a security interest in, all such rights and all Proceeds thereof owned by it and pledged pursuant to Section 2.01interests as if such provision had never been in effect.
(b) Subject to Section 3.01(e), each Grantor Each Pledgor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor. Pledgor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property.” Each Grantor Pledgor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes The Collateral Agent is further authorized to make file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such filingdocuments as may be necessary or advisable for the purpose of perfecting, such obligation being that confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor, without the signature of each Grantor hereunderany Pledgor, and naming any Pledgor or the Pledgors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent, the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Article 99 Collateral.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Affinion Group, Inc.), Credit Agreement (Affinion Group, Inc.)
Security Interest. (a) As security for Subject to the Intercreditor Agreements, to secure the payment or performance, as the case may be, in full and performance of all of the Secured Obligations when due, each Grantor hereby assigns of Borrower and pledges to the Notes Collateral Agent, for the benefit of the Secured Parties, and Holdings hereby grants to the Notes Collateral Agent for the benefit of the Secured Parties, Lender a security interest in all of the following (collectively, the “Security InterestCollateral”) in, ): all right, title and interest of Borrower and Holdings, respectively, in and to all of the following, whether now owned or interest hereafter arising or acquired and wherever located: all Accounts; all Inventory; all Equipment; all assets constituting Capital Expenditures; all Deposit Accounts (including, without limitation, the Designated Account and all funds maintained therein); all General Intangibles (including without limitation all Intellectual Property); all Investment Property; all Other Property; and any and all claims, rights and interests in or any of the above, and all guaranties and security for any of the above, and all substitutions and replacements for, additions, accessions, attachments, accessories, and improvements to, and proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties) of, any and all of the above, and all Borrower’s books relating to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or above; provided, that in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, no event shall the “Article 9 Collateral”):” include any Excluded Assets; provided, however, that the security interest of Lender shall immediately attach to, and the Collateral shall immediately include, any such asset (or portion thereof) upon such asset (or such portion) ceasing to be an Excluded Asset. Subject to the Intercreditor Agreements, notwithstanding anything in any Loan Document to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Borrower, realization on the Collateral, setoff or otherwise, shall be allocated as follows:
(i) FIRST, to all Accountscosts and expenses owing to Lender in connection with the Loan Documents;
(ii) all Chattel PaperSECOND, to premium (including without limitation, Applicable Premium) and fees incurred in connection with the Loans;
(iii) all DocumentsTHIRD, to accrued and unpaid interest on the Loan;
(iv) FOURTH, to all Equipment;unpaid principal owing on the Loan; and
(v) FIFTH, to all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting remaining Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Super Priority Loan and Security Agreement (Real Good Food Company, Inc.), Junior Lien Intercreditor Agreement (Real Good Food Company, Inc.)
Security Interest. (a) 3.1 As security for the prompt and complete payment when due (whether on the payment dates or performance, as the case may be, in full otherwise) of all the Secured Obligations each Grantor hereby assigns and pledges to the Notes Collateral AgentObligations, for the benefit of the Secured Parties, and hereby Borrower grants to the Notes Collateral Agent for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of Borrower’s right, title, and interest in, all right, title or interest in or to any and under all of Borrower’s personal property and other assets including without limitation the following assets and properties (except as set forth herein) whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (including Intellectual Property); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Goods; and all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books other tangible and records pertaining to intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to possession or under the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection control of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual PropertyAgent; and
(xiii) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all Supporting Obligationsaccessions to, collateral security substitutions and guarantees given by any Person with respect to any replacements for, and rents, profits and products of each of the foregoing; provided that, notwithstanding anything to .
3.2 Notwithstanding the contrary in this Agreement, (i) this Agreement shall not constitute a broad grant of a the security interest set forth in any Excluded Assets and Section 3.1, above, the term “Article 9 Collateral” Collateral shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect toa) any assets of Holdings other than Pledged Equity with respect “intent to use” trademarks at all times prior to the Issuer first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and all Proceeds thereof owned Trademark Office or otherwise, provided, that upon submission and acceptance by it the United States Patent and pledged Trademark Office of an amendment to allege use of an intent-to-use trademark application pursuant to 15 U.S.C. Section 2.01.
1060(a) (or any successor provision) such intent-to-use application shall constitute Collateral, and (b) Subject to Section 3.01(e)nonassignable licenses or contracts, each Grantor hereby irrevocably authorizes which by their terms require the Notes Collateral Agent for the benefit consent of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect licensor thereof or another party (but only to the Collateral or any part thereof extent such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 9406, 9407 and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 9408 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunderUCC).
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Loan and Security Agreement (Communications Systems Inc), Working Capital Loan and Security Agreement (Communications Systems Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations Obligations, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in), in all right, title or interest in or to any and all of the following assets and properties property of such Grantor now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):), including:
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles, including all Intellectual Property and Licenses;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims described on Schedule IV;
(xii) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided thatprovided, however, that notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute constitute, and the term Article 9 Collateral shall not include, a grant of a security interest in any stock excluded from the definition of “Pledged Stock” or Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01Assets.
(b) Subject to Section 3.01(e), each Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For Each Grantor also ratifies its authorization for the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. Each Grantor hereby further authorizes the Collateral Agent to execute and/or file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such filingdocuments as may be necessary or advisable for the purpose of perfecting, such obligation being that of confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor hereunder(including without limitation the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement), naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party, and each Grantor agrees to execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request for purposes of the foregoing.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Credit Agreement (Sportsman's Warehouse Holdings, Inc.), Guarantee and Collateral Agreement (Sportsmans Warehouse Holdings Inc)
Security Interest. (a) As security for the performance by the Issuer of all the terms, covenants and agreements on the part of the Issuer to be performed under this Agreement or any other Transaction Document, including the punctual payment or performancewhen due of the Aggregate Note Balance and all Interest in respect of the Notes and all other Issuer Obligations, as the case may be, in full Issuer hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Obligations each Grantor hereby assigns Parties, a continuing security interest in, all of the Issuer’s right, title and pledges interest in, to and under all of the Notes Collateral Agentfollowing, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Issuer under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and hereby grants in addition to all the other rights and remedies available to the Notes Collateral Administrative Agent (for the benefit of the Secured Parties, a security interest (the “Security Interest”) in), all right, title or interest in or the rights and remedies of a secured party under any applicable UCC. The Issuer hereby authorizes the Administrative Agent to any and file financing statements describing as the collateral covered thereby as “all of the following assets and properties now owned debtor’s personal property or at any time hereafter acquired by such Grantor assets” or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining words to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided thatthat effect, notwithstanding anything to that such wording may be broader in scope than the contrary collateral described in this Agreement. Immediately upon the occurrence of the Final Payout Date, (i) the Collateral shall be automatically released from the lien created hereby, and this Agreement shall not constitute a grant and all obligations (other than those expressly stated to survive such termination) of a security interest in any Excluded Assets the Administrative Agent, the Purchasers and the term “Article 9 Collateral” other Credit Parties hereunder shall not include terminate, all without delivery of any Excluded Assets instrument or performance of any act by any party, and (ii) this Agreement all rights to the Collateral shall not constitute a grant revert to the Issuer; provided, however, that promptly following written request therefor by the Issuer delivered to the Administrative Agent following any such termination, and at the sole expense of security interest in (the Issuer, the Administrative Agent shall authorize or execute, as applicable, and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect deliver to the Issuer UCC termination statements and all Proceeds thereof owned by it and pledged pursuant such other documents as the Issuer shall reasonably request to Section 2.01evidence such termination.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Note Purchase Agreement (Mallinckrodt PLC), Note Purchase Agreement (Mallinckrodt PLC)
Security Interest. (a) As Buyer and Sellers intend that all Transactions hereunder be sales to Buyer of the Purchased Loans for all purposes (other than for accounting and U.S. Federal, state and local income or franchise Tax purposes) and not loans from Buyer to Sellers secured by the Purchased Loans. Notwithstanding the foregoing, in order to preserve Buyer’s rights under this Agreement and the other Transaction Documents (i) in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and (ii) irrespective of any recharacterization determination, as security for both its performance and for the payment or performance, as the case may be, in full performance of the Secured other Seller of all Obligations hereunder and under the Transaction Documents, each Grantor Seller hereby assigns grants Buyer and pledges to the Notes Collateral Repo Agent, for the benefit of Buyer and Repo Agent, a security interest in all of such Seller’s right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising: (i) all of the Secured PartiesPurchased Loans, inclusive of any related Advances (including, for the avoidance of doubt, all security interests, mortgages and hereby grants liens on personal or real property securing the Purchased Loans, inclusive of any related Advances), (ii) the Purchased Loan Documents and all Records, (iii) all related Servicing Rights and Servicing Records, (iv) each Collection Account and all amounts and property from time to time on deposit therein, (v) the Notes Collateral Agent Remittance Account and all amounts and property from time to time on deposit therein, (vi) all Income from the Purchased Loans, inclusive of any related Advances, (vii) each deposit account established in connection with the Purchased Loans for the benefit of any Relevant Party pursuant to the Secured Partiesrelated Servicing Agreements, a security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
mortgage guarantees and insurance policies relating to any Purchased Loan or the related Mortgaged Property, and all proceeds thereunder, (ix) all Investment Property;
(x) all books “general intangibles”, “accounts” and records pertaining “chattel paper” as defined in the UCC relating to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent or constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary items set forth in this Agreement, clauses (i) this Agreement shall not constitute a grant through (viii) above, (x) all replacements, substitutions or distributions on or proceeds, payments, cash, and profits of, and records and files relating to, any and all of a security interest the foregoing items set forth in any Excluded Assets clauses (i) through (ix) above, (xi) the Disbursement Account established by the Disbursement Agent and Account Control Agreement, dated as of the term “Article 9 Collateral” shall not include any Excluded Assets Closing Date, among Sellers, Buyer and U.S. Bank National Association as Disbursement Agent, and all amounts and property from time to time on deposit therein and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect toxii) any assets of Holdings other than Pledged Equity property, rights, titles or interests as are specified in a Confirmation, Trust Receipt, the Purchased Loan Schedule or Exception Report, in all instances whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the items set forth in clauses (i) through (xii) above, the “Repurchase Assets”). Each Seller hereby acknowledges and agrees that its rights with respect to the Issuer Repurchase Assets (including, without limitation, any security interest it may have in the Purchased Loans and all Proceeds thereof owned by it and pledged any other collateral granted to such Seller pursuant to Section 2.01any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer and Repo Agent hereunder and under the other Transaction Documents.
(b) Subject With respect to the security interest in the Repurchase Assets granted in Section 3.01(e6(a), each Grantor hereby irrevocably authorizes the Notes Collateral Buyer and Repo Agent for the benefit shall have all of the Secured Parties at rights and may exercise all of the remedies of a secured creditor under the UCC and any time other applicable law and from time shall have the right to time apply the Repurchase Assets, or proceeds therefrom to filethe Obligations of each Seller under this Agreement and the other Transaction Documents. In furtherance of the foregoing, (i) Repo Agent, at the expense of such Grantorapplicable Seller’s sole cost and expense, in any relevant jurisdiction any initial financing statements shall cause to be filed as a protective filing with respect to the Collateral Repurchase Assets and as a UCC filing with respect to the security interests granted in Section 6(c) one or more UCC financing statements in form satisfactory to Repo Agent (to be filed in the filing office indicated therein), in such locations as may be necessary to perfect and maintain perfection and priority of the outright transfer and the security interest granted hereby and, in each case, continuation statements and any part thereof and amendments thereto that (i) indicate collectively, the Article 9 Collateral as “all assets” or “all personal property” Filings”), and shall forward copies of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail Filings to each Seller upon completion thereof, and (ii) contain each Seller shall, from time to time, at its own expense, deliver and cause to be duly filed all such further filings, instruments and documents and take all such further actions as may be necessary or desirable or as may be reasonably requested by Buyer to maintain and continue the information required by Article 9 perfection and priority of the UCC or outright transfer of the analogous legislation Purchased Loans and the security interest granted hereunder in the Repurchase Assets and the rights and remedies of each applicable jurisdiction for Buyer and Repo Agent with respect to the filing Repurchase Assets (including the payments of any fees and Taxes required in connection with the execution and delivery of this Agreement). Each Seller hereby authorizes Repo Agent to file or cause to be filed such financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information statements relating to the Notes Collateral Repurchase Assets and all proceeds thereof and any Servicing Rights of such Seller and the proceeds related thereto (including a financing statement describing the collateral as “all assets of such Seller, whether now owned or hereafter acquired or arising, wherever located, together with all accessions thereto and proceeds thereof” or such other super-generic description thereof as Repo Agent promptly upon any reasonable request. may determine) without such Seller’s signature thereon as Repo Agent, at its option, may deem appropriate.
(c) For the avoidance of doubt, neither Seller retains economic rights to the servicing of the Servicing Released Purchased Loans and related Mortgaged Properties; provided that each Seller shall and shall cause each Servicer to continue to service the related Purchased Loans and Mortgaged Properties hereunder as part of its Obligations hereunder. As such, each Seller expressly acknowledges that the Servicing Retained Purchased Loans and related Mortgaged Properties are sold to Buyer on a “servicing retained” basis and the Servicing Released Purchased Loans and related Mortgaged Properties are sold to buyer on a “servicing released” basis, as applicable, and each Seller hereby grants, assigns and pledges to Buyer and Repo Agent a security interest in any Servicing Rights of such authorization shall not impose any duty Seller and all proceeds related thereto and in all instances, whether now owned or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunderexisting or hereafter acquired or arising.
(d) The pledges set forth in clauses (a) and (c) The Security Interest is granted are intended to constitute security agreements or other arrangements or other credit enhancements related to this Agreement and Transactions hereunder as security only defined under Sections 101(47)(A)(v) and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out 741(7)(xi) of the Article 9Bankruptcy Code.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Angel Oak Mortgage, Inc.), Master Repurchase Agreement (Angel Oak Mortgage, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations Obligations, each Grantor Guarantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “"Security Interest”") in, in all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Guarantor or in which such Grantor Guarantor now has or at any time in the future may acquire any right, title or interest (collectively, the “"Article 9 Collateral”"):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Commercial Tort Claims;
(xii) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in (a) any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and vehicle covered by a certificate of title or ownership, (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect tob) any assets of Holdings other than Pledged (including Equity Interests) with respect to which the Issuer Collateral and all Proceeds thereof owned Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by it reason of Section 5.10(h) of the Credit Agreement, (c) any assets (including Equity Interests) to the extent that, as of the Closing Date, and pledged for so long as, such grant of a security interest would violate a contractual obligation binding on such asset, (d) any Equity Interests of any person acquired by a Guarantor after the Closing Date pursuant to Section 2.016.04(j) of the Credit Agreement if, and to the extent that, and for so long as, (A) such grant of a security interest would violate applicable law or any contractual obligation binding upon such Equity Interests and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding upon such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary (provided, that the foregoing clause (B) shall not apply in the case of a joint venture, including a joint venture that is a Subsidiary) or (e) any Letter of Credit Rights to the extent any Guarantor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose.
(b) Subject to Section 3.01(e), each Grantor Each Guarantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Guarantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGuarantor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as "all assets" or "all property". Each Grantor Guarantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes The Collateral Agent is further authorized to make file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such filingdocuments as may be necessary or advisable for the purpose of perfecting, such obligation being that of each Grantor hereunder.
(c) The confirming, continuing, enforcing or protecting the Security Interest is granted by each Guarantor, without the signature of any Guarantor, and naming any Guarantor or the Guarantors as security only debtors and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9as secured party.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (TRW Automotive Inc), Guarantee and Collateral Agreement (TRW Automotive Inc)
Security Interest. (a) As security for the prompt and complete payment and performance of all of the Liabilities when due or performancedeclared due in accordance with the terms hereof, each Borrower hereby grants, pledges, conveys and transfers to the Agent, (for the ratable benefit of Lenders, Agent and, as the case may beapplicable, Lenders’ Affiliates) (in full of the Secured Obligations each Grantor hereby assigns and pledges addition to the Notes Collateral Agentsecurity interests, for assignments and mortgages on the benefit of Real Property as contemplated by the Secured Parties, Mortgages and hereby grants to the Notes Collateral Agent for the benefit of the Secured Parties, other Financing Agreements) a continuing security interest (the “Security Interest”) in, all right, title or interest in or and to any and all assets and personal property of such Borrower, of any kind or description, tangible or intangible, wheresoever located and whether now existing or hereafter arising or acquired, including the following assets (all of which property, along with the products and properties now owned proceeds therefrom, are individually and collectively referred to as the “Collateral”): (a) all of such Borrower’s accounts receivable, including, without limitation, Accounts and Health-Care-Insurance Receivables (each as defined in the Code), (b) all of such Borrower’s General Intangibles, including, without limitation General Intangibles related to accounts receivable and money; (c) all of such Borrower’s Deposit Accounts and other deposit accounts (general or at special) with, and credits and other claims against, any time hereafter acquired by such Grantor Lender, or in any other financial institution with which such Grantor now has or at any time in the future may acquire any right, title or interest Borrower maintains deposits; (collectively, the “Article 9 Collateral”):
(id) all Accounts;
(ii) of such Borrower’s contracts, licenses, chattel paper, instruments, notes, letters of credit, bills of lading, warehouse receipts, shipping documents, contracts, tax refunds, documents and documents of title, and all of such Borrower’s Tangible Chattel Paper;
(iii) all , Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all , Electronic Chattel Paper, Letter-of-Credit Rights but only to Rights, letters of credit, Software, Supporting Obligations, Payment Intangibles, and Goods (each as defined in the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
Code); (xiie) all Intellectual Propertyof such Borrower’s Inventory and Equipment (each as defined in the Code) and motor vehicles and trucks; and
(xiiif) to the extent not otherwise includedall of such Borrower’s monies, all Proceeds and products of any and all other property and interests in property of such Borrower, including, without limitation, Investment Property, Instruments, Security Entitlements, Uncertificated Securities, Certificated Securities, Chattel Paper, and Financial Assets (each as defined in the Code), now or hereafter coming into the actual possession, custody or control of the foregoing Agent or any agent or Affiliate of the Agent in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise), and, independent of and in addition to the Agent’s rights of setoff, the balance of any account or any amount that may be owing from time to time by the Agent to such Borrower; (g) all Supporting Obligations, collateral security and guarantees given by any Person with respect insurance proceeds of or relating to any of the foregoingforegoing property and interests in property, and any key man life insurance policy covering the life of any officer or employee of such Borrower; provided that, notwithstanding anything to (h) all proceeds and profits derived from the contrary in this Agreement, operation of such Borrower’s business; (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time other assets and from time to time to file, at the expense personal property of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9Borrower;
Appears in 2 contracts
Sources: Term Loan and Security Agreement (Summit Healthcare REIT, Inc), Subordinated Term Loan and Security Agreement (Summit Healthcare REIT, Inc)
Security Interest. (a) As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured Obligations Obligations, each Grantor Pledgor hereby assigns and pledges to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a first priority security interest (the “Security Interest”) in, in all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter of Credit Rights;
(xi) all Commercial Tort Claims;
(xii) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xiii) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiiixiv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets in, and the term definitions of “Security Interest” and “Article 9 Collateral” shall not include include, (a) any Excluded Assets vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired, (b) any assets (including Equity Interests), whether now owned or hereafter acquired, with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.09 of the Credit Agreement would not be required to be satisfied by reason of Section 5.09(g) of the Credit Agreement if hereafter acquired, (iic) this Agreement shall not any property excluded from the definition of Pledged Collateral by virtue of the proviso to Section 3.01 hereof, (d) any Letter of Credit Rights to the extent any Pledgor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose, (e) any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement, result in a breach of the terms of, or constitute a grant default under, or result in the abandonment, invalidation or unenforceability of, any license, contract or agreement to which such Pledgor is a party (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 security interest in the New York UCC or any other applicable law (including, without limitation, Title 11 of the United States Code) or principles of equity); provided that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and Holdings such Pledgor shall not be deemed to be Grantor with respect tohave granted a security interest in, all such rights and interests as if such provision had never been in effect or (f) any assets Equipment owned by any Pledgor that is subject to a purchase money lien or a Capital Lease Obligation if the contract or other agreement in which such Lien is granted (or the documentation providing for such Capital Lease Obligation) prohibits or requires the consent of Holdings any person other than Pledged Equity with respect the Pledgors as a condition to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01creation of any other security interest on such Equipment.
(b) Subject to Section 3.01(e), each Grantor Each Pledgor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor ▇▇▇▇▇▇▇ is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorPledgor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property”. Each Grantor Pledgor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable requestrequest (acting at the written direction of Required Lenders). For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes The Collateral Agent is further authorized to make file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such filingdocuments as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor without the signature of such obligation being that Pledgor, and naming such Pledgor or the Pledgors as debtors and the Collateral Agent as secured party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action under the laws of each Grantor hereunderany jurisdiction other than the United States (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in any Article 9 Collateral of such Pledgor constituting Patents, Trademarks or Copyrights unless required by the Collateral Agent (acting at the written direction of Required Lenders), in its reasonable discretion.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Claires Stores Inc), Term Loan Credit Agreement (Claires Stores Inc)
Security Interest. (a) 1.1 As security for the prompt and complete payment when due (whether on the payment dates or performance, as the case may be, in full otherwise) of all the Secured Obligations each Grantor hereby assigns and pledges to the Notes Collateral AgentObligations, for the benefit of the Secured Parties, and hereby Borrower grants to the Notes Collateral Agent for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of Borrower’s right, title, and interest in, all right, title or interest in or to any and under all of Borrower’s personal property and other assets including without limitation the following assets and properties (except as set forth herein) whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles; (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Goods; and all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books other tangible and records pertaining to intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to possession or under the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection control of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual PropertyAgent; and
(xiii) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all Supporting Obligationsaccessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing.
1.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1 above, the Collateral shall not include (“Excluded Collateral”): (a) any “intent to use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, provided, that upon submission and acceptance by the United States Patent and Trademark Office of an amendment to allege use of an intent-to-use trademark application pursuant to 15 U.S.C. Section 1060(a) (or any successor provision) such intent-to-use application shall constitute Collateral, (b) nonassignable licenses or contracts, which by their terms require the consent of the licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law including, without limitation, Sections 9-406, 9-407, 9-408 and 9-409 of the UCC), (c) any Excluded Accounts, (d) any assets to which the Agent in its sole discretion shall determine that the costs and burdens of obtaining or perfecting a security interest therein substantially outweigh the benefit to the Lenders of the security afforded thereby (including, without limitation, vehicles and other assets subject to a certificate of title), (e) more than 65% of the issued and outstanding shares of capital stock which entitle the holder thereof to vote for directors or any other matter of any Foreign Subsidiary or any Foreign Subsidiary Holding Company, to the extent that the pledge of more than 65% of such voting stock of such Foreign Subsidiary or Foreign Subsidiary Holding Company could reasonably be expected to result in a material adverse tax consequence to Borrower, and solely for as long as such consequence could result, (f) property for which the granting of a security interest therein is contrary to applicable law, rule or regulation, provided that upon the cessation of any such restriction or prohibition, such property shall automatically be included in the Collateral, (g) any cash collateral deposit subject to a Permitted Lien hereunder, if the grant of a security and guarantees given by any Person interest with respect to such property pursuant to this Agreement would be prohibited by the agreement creating such Permitted Lien or would otherwise constitute a default thereunder or create a right of termination in favor of a party thereto (other than Borrower or any Subsidiary thereof), provided that upon the termination and release of such cash collateral, such property shall automatically be included in the Collateral, (h) any lease, license or other agreement and any property subject thereto on the Closing Date or on the date of the foregoing; provided that, notwithstanding anything acquisition of such property (other than any property acquired by Borrower subject to any such contract or other agreement to the contrary extent such contract or other agreement was incurred in this Agreement, (icontemplation of such acquisition) this Agreement shall not constitute to the extent that a grant of a security interest therein to secure the Secured Obligations would violate or invalidate such lease, license, contract or agreement or create a right of termination in favor of any Excluded Assets other party thereto (other than Borrower or any Subsidiary thereof) (but (A) only to the extent such prohibition is enforceable under applicable law and (B) other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-408 or 9-409 (or any other Section) of Article 9 of the UCC), including any Equity Interests of JV Entities owned by Borrower or any Subsidiary thereof, or (i) property owned by Borrower that is subject to a purchase money Lien or a capital lease (and the term “Article 9 Collateral” proceeds thereof) permitted under this Agreement if the contractual obligation pursuant to which such Lien is granted (or in the document providing for such capital lease) prohibits or requires the consent of any person other than Borrower which has not been obtained as a condition to the creation of, any other Lien on such property.
1.3 Upon termination of this Agreement and repayment in full of all Secured Obligations (other than any inchoate indemnity obligations, any obligations under Bank Services Agreements constituting Secured Obligations that are cash collateralized in accordance with Section 3.4 of this Agreement or for which other satisfactory arrangements with the provider of such Bank Services have been made and any other obligations which, by their terms, are to survive the termination of this Agreement), all security interests in the Collateral granted under this Agreement shall not include terminate and all rights on the Collateral shall revert to Borrower. The Agent shall execute such documents and take such other steps as are reasonably necessary for Borrower to accomplish the foregoing, all at Borrower’s sole cost and expense.
1.4 The security interest granted in Section 3.1 of this Agreement shall continue until the Secured Obligations (other than any Excluded Assets inchoate indemnity obligations, any obligations under Bank Services Agreements constituting Secured Obligations that are cash collateralized in accordance with this Section 3.4 of this Agreement or for which other satisfactory arrangements with the provider of such Bank Services have been made and any other obligations which, by their terms, are to survive the termination of this Agreement) have been paid in full and Lenders have no further commitment or obligation hereunder or under the other Loan Documents to make any further Advances, and shall thereupon terminate upon Borrower providing cash collateral or other credit support (if any) acceptable to SVB in its reasonable discretion (and executing, delivering and filing, alone or with SVB, any financing statements, security agreements, collateral assignments, notices, control agreements or other documents to perfect SVB’s security interest in such cash collateral) for Secured Obligations constituting Bank Services, if any, and Lenders and the Agent shall, at Borrower’s expense, take all actions reasonably requested by Borrower to evidence such termination. In the event there are Bank Services that are Secured Obligations consisting of outstanding Letters of Credit, upon the termination or acceleration of the Secured Obligations hereunder, Borrower shall provide to SVB cash collateral (and execute, deliver and file, alone or with SVB, any financing statements, security agreements, collateral assignments, notices, control agreements or other documents to perfect SVB’s security interest in such cash collateral) in an amount equal to at least (i) one hundred three percent (103.0%) of the face amount of all such Letters of Credit denominated in Dollars and (ii) this Agreement one hundred eight percent (108.0%) of the Dollar Equivalent of the face amount of all such Letters of Credit denominated in a Foreign Currency, plus, in each case all interest, fees, and costs due or to become due in connection therewith (as estimated by SVB in its good faith business judgment), to secure all of the Secured Obligations relating to such Letters of Credit after the termination or acceleration of the Secured Obligations hereunder. Notwithstanding anything to the contrary herein, it is agreed and understood by SVB, on behalf of itself and its applicable Affiliates, that any cash collateral already, as of the Closing Date, securing letters of credit constituting Bank Services is sufficient cash collateral with respect to the face amounts of such letters of credit and no further cash collateral or other arrangements shall not constitute a grant be required in respect thereof at the termination or acceleration of security interest the Secured Obligations hereunder.
1.5 Borrower acknowledges that it previously has entered, and/or may in (and Holdings the future enter, into Bank Services Agreements with SVB. Regardless of the terms of any Bank Services Agreement, ▇▇▇▇▇▇▇▇ agrees that any amounts Borrower owes SVB thereunder shall not be deemed to be Grantor with respect to) Secured Obligations hereunder and that it is the intent of Borrower and SVB to have all such Secured Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Addendum 4 and Permitted Liens, and by any assets of Holdings and all other than Pledged Equity with respect security agreements, mortgages, or other collateral granted to the Issuer and all Proceeds thereof owned Agent by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent ▇▇▇▇▇▇▇▇ as security for the benefit of the Secured Parties at any time and from time to time to fileObligations, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, now or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9future.
Appears in 2 contracts
Sources: Loan and Security Agreement (Oak Street Health, Inc.), Loan and Security Agreement (Oak Street Health, Inc.)
Security Interest. (a) As Subject to Section 3.04, as security for the payment or performance, as the case may be, in full of the Secured Obligations Obligations, each Grantor hereby assigns and pledges to the Notes Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or and interest in or and to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all GoodsInstruments;
(vii) all InstrumentsInventory;
(viii) all Inventory;
(ix) all Investment Property;
(ix) Letter-of-Credit rights;
(x) Commercial Tort Claims included in the Article 9 Collateral pursuant to Section 4.04;
(xi) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiiixii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements (other than fixture filings or other filings required to be made in any real estate recording office) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement (other than a fixture filing or other filing required to be made in any real estate recording office) or amendment, including whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For Each Grantor also ratifies its authorization for the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make file in any such filing, such obligation being that of each Grantor hereunderrelevant jurisdiction any initial financing statements (other than fixture filings or other filings required to be made in any real estate recording office) or amendments thereto if filed prior to the date hereof.
(c) The Security Interest is and the security interests granted pursuant to Article III are granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article Collateral.
(d) Notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to (i) any contract or agreement to which a Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (A) the unenforceability of any right of the Grantor therein or (B) a breach or termination pursuant to the terms of, or a default under, any such contract or agreement (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 New York UCC or any other applicable law or principles of equity), provided, however, with respect to any contract or agreement described in clause (i) of this paragraph (d), that such security interest shall attach immediately at such time as the condition causing such unenforceability shall be remedied and, to the extent severable, shall attach immediately to any portion of such contract or agreement that does not result in any of the consequences specified in subclauses (A) or (B) of this paragraph (d) including, any Proceeds of such contract or agreement, (ii) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or (iii) any Excluded Property.
(e) Notwithstanding anything herein to the contrary, any Security Interest in any Intellectual Property shall be subordinate to any license thereof (other than a license to a Loan Party) permitted under the Credit Agreement.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Limited Brands Inc), Amendment and Restatement Agreement (Limited Brands Inc)
Security Interest. (a) 3.1 As security for the prompt and complete payment when due (whether on the payment dates or performance, as the case may be, in full otherwise) of all the Secured Obligations each Grantor hereby assigns and pledges to the Notes Collateral AgentObligations, for the benefit of the Secured Parties, and hereby Borrower grants to the Notes Collateral Agent for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of Borrower’s right, title, and interest in, all right, title or interest in or to any and under all of Borrower’s personal property and other assets including without limitation the following assets and properties (except as set forth herein) whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles; (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Goods; (j) the Antecip License Agreement and all Accounts;
(ii) proceeds thereof; and all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books other tangible and records pertaining to intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to possession or under the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection control of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual PropertyAgent; and
(xiii) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all Supporting Obligationsaccessions to, collateral security substitutions and guarantees given by any Person with respect to any replacements for, and rents, profits and products of each of the foregoing; provided that, notwithstanding anything to .
3.2 Notwithstanding the contrary in this Agreement, (i) this Agreement shall not constitute a broad grant of a the security interest set forth in any Excluded Assets and Section 3.1, above, the term “Article 9 Collateral” Collateral shall not include any (collectively, the “Excluded Assets and Property”) (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect toa) any assets of Holdings other than Pledged Equity with respect “intent to use” trademarks at all times prior to the Issuer first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and all Proceeds thereof owned Trademark Office or otherwise, provided, that upon submission and acceptance by it the United States Patent and pledged Trademark Office of an amendment to allege use of an intent-to-use trademark application pursuant to 15 U.S.C. Section 2.01.
1060(a) (or any successor provision) such intent-to-use application shall constitute Collateral, (b) Subject non-assignable property, licenses or contracts, which by their terms require the consent of the licensor thereof or another party (but only to Section 3.01(ethe extent such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 9406, 9407 and 9408 of the UCC), each Grantor hereby irrevocably authorizes (c) any particular asset if the Notes Collateral Agent for pledge thereof or the benefit security interest therein is prohibited or restricted by applicable law, rule or regulation (including any requirement to obtain the consent of any governmental authority, regulatory authority or third party), provided that the Secured Parties at any time and from time foregoing exclusion of this clause (c) shall in no way be construed (1) to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect apply to the Collateral extent that any described prohibition or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” restriction is unenforceable under Section 9406, 9407 or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 9408 of the UCC or other applicable law or (2) to apply to the analogous legislation extent that any consent or waiver has been obtained, or is hereafter obtained, that would permit the Agent’s security interest or Lien notwithstanding the prohibition or restriction on the pledge of each applicable jurisdiction for the filing of such asset, (d) any financing statement or amendmentExcluded Accounts, including whether such Grantor is an organizationcash pledged pursuant to Permitted Liens and any Deposit Account, securities account, commodities account or other account to the extent solely and exclusively used to hold any cash pledged as a Permitted Lien, and (e) Equipment and software (and the products and proceeds thereof) subject to Permitted Liens of the type described in clause (vii) of organization andthe definition of Permitted Liens, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information but only to the Notes extent and for so long as the agreements under which the equipment is financed prohibit granting a security interest therein to Lender.
3.3 Upon termination of this Agreement and repayment if full of all Secured Obligations (other than any inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement), all security interest in the Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization granted under this Agreement shall not impose any duty or obligation terminate and all rights on the Notes Collateral shall revert to Borrower. Agent shall execute such documents and take such other steps as are reasonably necessary for Borrower to make any such filingaccomplish the foregoing, such obligation being that of each Grantor hereunderall at Borrower’s sole cost and expense.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Loan and Security Agreement (Axsome Therapeutics, Inc.), Loan and Security Agreement (Axsome Therapeutics, Inc.)
Security Interest. (a) As Each Grantor, as security for the payment or performance, as the case may be, and performance in full of the Secured Obligations each Grantor Obligations, hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accountsaccounts (including accounts receivable and healthcare insurance receivables);
(ii) all Chattel Paperchattel paper (whether tangible or electronic);
(iii) all Documentscash, money and deposit accounts;
(iv) all Equipmentdocuments (including electronic documents);
(v) all goods (including all equipment, fixtures and any accessions thereto);
(vi) all General Intangibles;
(vi) all Goods;
(vii) all Instrumentsinstruments (including promissory notes);
(viii) all Inventoryinventory;
(ix) all Investment Property;
(x) all insurance claims and proceeds;
(xi) all letter-of-credit rights;
(xii) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds proceeds, supporting obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Each Grantor hereby irrevocably authorizes the Notes Collateral Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Administrative Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted to the Administrative Agent, including describing such property as “all assets” or “all property”. Each Grantor agrees to provide such information to the Notes Collateral Administrative Agent promptly upon any reasonable request. For Each Grantor also ratifies its authorization for the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Administrative Agent to make file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office and the United States Copyright Office (or any successor office or any similar office in any other country) such filingdocuments as may be necessary or advisable for the purpose of perfecting, such obligation being that confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of each any Grantor, and naming any Grantor hereunderor the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Dennys Corp), Guarantee and Collateral Agreement (Dennys Corp)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations Obligations, each Grantor hereby assigns and pledges pledges, assigns, to the Notes Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in), in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) the Cash Collateral Account and all cash, securities, Instruments and other property deposited or required to be deposited therein;
(iii) all Commercial Tort Claims;
(iv) all Chattel Paper;
(iiiv) all Documents;
(ivvi) all Equipment;
(vvii) all General Intangibles;
(viviii) all Goods;
(viiix) all Instruments;
(viiix) all Inventory;
(ixxi) all Investment Property;
(xxii) all Intellectual Property;
(xiii) all Pledged Collateral;
(xiv) all books and records pertaining to the Article 9 Collateral;
(xixv) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual PropertyObligations; and
(xiiixvi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that. Notwithstanding the foregoing, notwithstanding anything to the contrary in this Agreement, (i) this Agreement Security Interest shall not constitute a grant of a security interest in extend to, and the “Collateral” (and any component definition thereof) shall not include, any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01Property.
(b) Subject to Section 3.01(e), each Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” assets of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (x) whether such Grantor is an organization, the type of organization and, if required, any and the organizational identification number issued to such GrantorGrantor if required for the filing of financing statements in any relevant jurisdiction and (y) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Collateral relates. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable written request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes The Collateral Agent agrees, upon request by the Borrower and at its expense, to make any furnish copies of such filing, such obligation being that of each Grantor hereunderfilings to the Borrower.
(c) The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party. The Collateral Agent agrees, upon request by the Borrower and at its expense, to furnish copies of such filings to the Borrower.
(d) The Security Interest is granted as security only and and, except as otherwise required by applicable law, shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9Collateral. Nothing contained in this Agreement shall be construed to make the Collateral Agent or any other Secured Party liable as a member of any limited liability company or as a partner of any partnership, neither the Collateral Agent nor any other Secured Party by virtue of this Agreement or otherwise (except as referred to in the following sentence) shall have any of the duties, obligations or liabilities of a member of any limited liability company or as a partner in any partnership. The parties hereto expressly agree that, unless the Collateral Agent shall become the owner of Pledged Collateral consisting of a limited liability company interest or a partnership interest pursuant hereto, this Agreement shall not be construed as creating a partnership or joint venture among the Collateral Agent, any other Secured Party, any Grantor and/or any other Person.
(e) Notwithstanding anything to the contrary herein, no action shall be required to create or perfect a security interest in the Collateral to the extent such creation or perfection would require (i) any filing other than a filing in the United States of America, any state thereof and the District of Columbia, (ii) other actions under the laws of any jurisdiction other than the United States of America, any state thereof and the District of Columbia or (iii) that any control agreements be obtained in respect thereof.
Appears in 2 contracts
Sources: Credit Agreement (Ceridian HCM Holding Inc.), Credit Agreement (Ceridian HCM Holding Inc.)
Security Interest. (a) 3.1 As security for the prompt and complete payment when due (whether on the payment dates or performance, as the case may be, in full otherwise) of all the Secured Obligations each Grantor hereby assigns and pledges to the Notes Collateral AgentObligations, for the benefit of the Secured Parties, and hereby Borrower grants to the Notes Collateral Agent for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of Borrower’s right, title, and interest in, all right, title or interest in or to any and under all of Borrower’s personal property and other assets including without limitation the following assets and properties (except as set forth herein) whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (other than Intellectual Property); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Goods; and all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books other tangible and records pertaining to intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to possession or under the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection control of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual PropertyAgent; and
(xiii) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all Supporting Obligationsaccessions to, collateral security substitutions and guarantees given by any Person with respect to any replacements for, and rents, profits and products of each of the foregoing; provided thatprovided, notwithstanding anything however, that the Collateral shall include all Accounts and General Intangibles that consist of rights to payment and proceeds from the contrary sale, licensing or disposition of all or any part, or rights in, the Intellectual Property (the “Rights to Payment”). Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral shall automatically, and effective as of the date of this Agreement, (i) this Agreement include the Intellectual Property to the extent necessary to permit perfection of Agent’s security interest in the Rights to Payment.
3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not constitute include (a) any property, right or asset held by Borrower to the extent that a grant of a security interest therein is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, right or asset, except (A) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under this Agreement or (B) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9406, 9407, 9408 or 9409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code of the United States); provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences, (b) any Excluded Assets and Accounts, (c) the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity any non-wholly owned Subsidiaries pursuant to customary restrictions and conditions contained in agreements governing joint ventures or strategic alliances in the ordinary course of business, provided that Borrower has exercised its good faith best efforts to not agree to such contractual limitations, (d) interests in joint ventures that constitute Permitted Investments pursuant to customary restrictions and conditions contained in agreements governing such joint ventures in the ordinary course of business, provided that Borrower has exercised its good faith best efforts to not agree to such contractual limitations, or (e) with respect to shares or stock in Excluded Subsidiaries, more than 65% to the Issuer and all Proceeds thereof owned by it and pledged pursuant extent that the pledge of more than 65% of such shares or stock of any Excluded Subsidiary would result in an adverse tax consequence to Section 2.01Borrower.
3.3 [Reserved].
3.4 If this Agreement is terminated, Agent’s Lien in the Collateral shall continue until the Secured Obligations (bother than inchoate indemnity obligations) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit are repaid in full in cash. Upon payment in full in cash of the Secured Parties Obligations (other than inchoate indemnity obligations) and at any such time and from time as the Lenders’ obligation to time to filemake credit extensions has terminated, Agent shall, at the sole cost and expense of such GrantorBorrower, release its Liens in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued rights therein shall revert to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunderBorrower.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Loan and Security Agreement (Geron Corp), Loan and Security Agreement (Geron Corp)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations Obligations, including the Guaranty, each Grantor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsCommercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vvii) all Fixtures;
(viii) all General Intangibles;
(viix) all Goods;
(viix) all Instruments;
(viiixi) all Inventory;
(ixxii) all Investment Property;
(xxiii) all Pledged Securities;
(xiv) all books and records pertaining to the Article 9 Collateral;
(xixv) all Letters of Credit and Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementRights;
(xiixvi) all Intellectual PropertyMoney; and
(xiiixvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, that notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include Asset or any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01Security.
(b) Subject to Section 3.01(e), each Each Grantor hereby irrevocably authorizes the Notes Collateral Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” assets of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail detail, and (ii) contain the information required by Article 9 of the UCC Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Notes Collateral Administrative Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Pledge and Security Agreement (VPNet Technologies, Inc.), Pledge and Security Agreement (VPNet Technologies, Inc.)
Security Interest. (a) As security for the prompt payment or performanceand performance of all of its Obligations, as the case may be, in full of the Secured Obligations each Grantor Borrower hereby assigns and pledges to the Notes Collateral AgentLender, for and grants a security interest, subject and subordinate in all respects to Freddie Mac’s Superior Interest and the benefit interests of ▇▇▇▇▇▇ ▇▇▇ and Freddie Mac as set forth in Section 4.02 and in the related ▇▇▇▇▇▇ ▇▇▇ Acknowledgement Agreement, but only to the extent that a related Acknowledgment Agreement has been executed, to the Lender, all of the Secured Parties, and hereby grants to the Notes Collateral Agent for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all Borrower’s right, title and interest, in, to, and under, whether now owned or interest hereafter acquired, in or to any and all of the following assets following, whether now or hereafter existing and properties now owned wherever located: (i) the Pledged Servicing Rights whether or at any time hereafter acquired by not yet accrued, earned due or payable as well as all other present and future rights and interests of the Borrower in such Grantor Pledged Servicing Rights, other than the Excluded Amounts and Excess Yield, (ii) the Servicing Contracts (other than the Freddie Mac Servicing Contract) related to the Pledged Servicing Rights and all rights and claims thereunder, other than the Excluded Amounts, (iii) the Acknowledgement Agreements (other than the Freddie Mac Acknowledgment Agreement) related to the Pledged Servicing Rights, to the extent that a related Acknowledgement Agreement has been executed, and all rights and claims thereunder, (iv) all books and records, including computer disks and other records or in physical or virtual data or information, related to the foregoing (but excluding computer programs) (v) the Collection Account and all amounts on deposit therein, (vi) all amounts to which such Grantor now has or at any time Lender is entitled to on deposit in the future may acquire any rightCash Management Account pursuant to the terms of the Intercreditor Agreement and Cash Management Agreement, title to the extent applicable to the Pledged Servicing Rights related solely to the ▇▇▇▇▇▇ ▇▇▇ Lender Contracts, and (vii) all monies due or interest to become due with respect to the foregoing and all proceeds of the foregoing (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining ); provided that the Borrower shall not assign or pledge to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise includedLender, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute or a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral Excluded Amounts or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunderExcess Yield.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Loan and Security Agreement (Mr. Cooper Group Inc.), Loan and Security Agreement (Mr. Cooper Group Inc.)
Security Interest. (a) 3.1 As security for the prompt, complete and indefeasible payment when due (whether on the payment dates or performance, as the case may be, in full otherwise) of all the Secured Obligations Obligations, each Grantor hereby assigns and pledges to the Notes Collateral Agent, for the benefit of the Secured Parties, and hereby Obligor grants to the Notes Collateral Agent Lender, for the benefit of the Secured Partiesits benefit, a security interest (the “Security Interest”) in, in all of such ▇▇▇▇▇▇▇’s right, title or title, and interest in or and to any and all of the following assets and properties personal property whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor Obligor now has or at any time in the future may acquire any right, title or interest and wherever located and all proceeds and products thereof (collectively, the “Article 9 Collateral”):
): all goods, Accounts (i) including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), Collateral IP, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, securities accounts, securities entitlements and all Accounts;
other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and (ii) all Chattel Paper;Obligor’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.
3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include (i) any Excluded Intellectual Property, (ii) the right of the Borrower with respect to earnouts pursuant to that certain Asset Purchase Agreement entered into by the Borrower and DSM Nutritional Products Ltd. on March 31, 2021, and the proceeds thereon, (iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise includedany joint venture agreement, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person or limited liability company agreement with respect to any limited liability company of which Parent or any Subsidiary owns less than 100% of the foregoing; provided that, notwithstanding anything to the contrary in this membership interest (a “JV Agreement, (i”) this Agreement shall not constitute a if grant of a security interest would cause a breach of such JV Agreement, and (iv) until repayment or prepayment of DSM Tranche 3, all equity interests held by the Borrower in Amyris RealSweet, LLC provided that no Obligor or any of their respective Subsidiaries shall create or permit to subsist any Lien over any Excluded Assets and Intellectual Property or JV Agreement or, after repayment or prepayment of DSM Tranche 3, any equity interests held by the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute Borrower in Amyris RealSweet, LLC.
3.3 Parent shall, as security for the Secured Obligations, cause each Subsidiary Guarantor to grant to the Lender, a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any all of such Subsidiary Guarantor’s assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01such Security Documents as the Lender may require.
(b) Subject 3.4 Each Obligor hereby authorizes Lender to Section 3.01(e)file financing statements, each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time without notice to time Obligor, with all jurisdictions deemed necessary or appropriate by Lender to file, at the expense of such Grantor, in any relevant jurisdiction any initial perfect or protect ▇▇▇▇▇▇’s interest or rights hereunder. Such financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) may indicate the Article 9 Collateral as “all assetsassets of the Debtor” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereundereffect.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Loan and Security Agreement (Amyris, Inc.), Loan and Security Agreement (Amyris, Inc.)
Security Interest. (a) As security from the Guarantor for the payment or performance, as the case may be, and performance in full of the Secured Obligations each Grantor Liabilities, the Guarantor hereby assigns transfers, grants, bargains, conveys, hypothecates, pledges, sets over, delivers and pledges to confers unto the Notes Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining grants to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time a security interest in its right, title and from time to time to fileinterest in the following (the "COLLATERAL"), at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral whether now owned or any part thereof and amendments thereto that hereinafter acquired:
(i) indicate Accounts (including Health-Care-Insurance Receivables, if any) howsoever arising in connection with sale or lease of goods or services by the Article 9 Collateral Guarantor to customers or any other Person (as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and defined in the Securities Purchase Agreement);
(ii) contain Chattel Paper;
(iii) Instruments (including Promissory Notes);
(iv) Documents;
(v) General Intangibles (including, without limitation, Payment Intangibles, Software, contract rights, credits, claims, demands, debts, choses in action, trade-marks, patents, and all other intellectual property including, copyrights, and including in each case any documentation pertaining thereto);
(vi) Letter-of-Credit Rights;
(vii) Supporting Obligations;
(viii) Deposit Accounts;
(ix) Investment Property (including without limitation certificated and uncertificated Securities), Securities Accounts, Security Entitlements, Commodity Accounts, and Commodity Contracts);
(x) Inventory;
(xi) Equipment (including all software, whether or not the information required by Article 9 same constitutes embedded software, used in the operation thereof);
(xii) Money, including, without limitation, amounts deposited into escrow or with, third parties;
(xiii) Fixtures;
(xiv) All rights to merchandise and other goods (including rights to returned or repossessed Goods and rights of stoppage in transit) which is represented by, arises from, or relates to any of the UCC foregoing;
(xv) All supporting evidence and documents relating to any of the above-described property, including, without limitation, computer programs, disks, tapes and related electronic data processing media and all rights of the Guarantor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes, and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers, and cabinets in which the same are reflected or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendmentmaintained;
(xvi) All Accessions and additions to, including whether such Grantor is an organization, the type of organization and, if requiredand substitutions and replacements of, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to and all of the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.foregoing; and
(cxvii) The Security Interest is granted as security only All Proceeds and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out products of the Article 9foregoing, and all insurance of the foregoing and proceeds thereof;
Appears in 2 contracts
Sources: Guaranty and Security Agreement (Mitel Networks Corp), Guaranty and Security Agreement (Mitel Networks Corp)
Security Interest. (a) As security for the performance by the Sellers of all the terms, covenants and agreements on the part of each Seller to be performed under this Agreement or any other Transaction Document, including the punctual payment or performancewhen due of the Aggregate Capital and all Yield and all other Seller Obligations, as each Seller hereby grants to the case may be, in full Administrative Agent for its benefit and the ratable benefit of the Secured Obligations each Grantor hereby assigns Parties, a continuing security interest in, all of such Seller’s right, title and pledges interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Support Assets”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of such Seller under the related Purchase and Sale Agreement, (vi) all other personal and fixture property or assets of such Seller of every kind and nature, including all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the Notes Collateral Agentpayment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing; provided, however, that the term “Support Assets” shall not include the Subject Receivables. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Support Assets, and hereby grants in addition to all the other rights and remedies available to the Notes Collateral Administrative Agent (for the benefit of the Secured Parties, a security interest (the “Security Interest”) in), all right, title or interest in or the rights and remedies of a secured party under any applicable UCC. Each Seller hereby authorizes the Administrative Agent to any and file financing statements describing as the collateral covered thereby as “all of the following assets and properties now owned debtor’s personal property or at any time hereafter acquired by such Grantor assets” or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining words to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided thatthat effect, notwithstanding anything to that such wording may be broader in scope than the contrary collateral described in this Agreement. Immediately upon the occurrence of the Final Payout Date, (i) the Support Assets shall be automatically released from the Lien created hereby, and this Agreement shall not constitute a grant and all rights and obligations (other than those expressly stated to survive such termination) of a security interest in any Excluded Assets the Administrative Agent, the Purchasers and the term “Article 9 Collateral” other Purchaser Parties and Secured Parties hereunder shall not include terminate, all without delivery of any Excluded Assets instrument or performance of any act by any party, and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect all rights to the Issuer Support Assets shall revert to the applicable Seller; provided, however, that promptly following written request therefor by any Seller delivered to the Administrative Agent following any such termination, and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organizationSellers, the type of organization and, if required, any organizational identification number issued Administrative Agent shall execute and deliver to such Grantor. Each Grantor agrees Seller UCC-3 termination statements and such other documents as such Seller shall reasonably request to provide evidence such information to the Notes Collateral Agent promptly upon any reasonable requesttermination. For the avoidance of doubt, such authorization (i) the grant of security interest pursuant to this Section 5.05 shall not impose any duty or obligation on the Notes Collateral Agent to make any such filingbe in addition to, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter be construed to limit or modify, the assignment of the Asset Interest pursuant to Section 2.01(b) and (ii) nothing in Section 2.01 shall be construed as limiting the rights, interests (including any obligation security interest), obligations or liability liabilities of any Grantor with respect to or arising out of the Article 9party under this Section 5.05.
Appears in 2 contracts
Sources: Receivables Purchase Agreement (OUTFRONT Media Inc.), Receivables Purchase Agreement (OUTFRONT Media Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations Obligations, each Grantor Initial Grantor, solely until to the Working Capital Notes Termination, hereby assigns and pledges to the Notes Collateral AgentTrustee, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Trustee for the benefit of the Secured Parties, a security interest (the “Article 9 Security Interest” and, together with the Initial Pledge, collectively, the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Initial Grantor or in which such Initial Grantor now has or at any time in the future future, solely until to the Working Capital Notes Termination, may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsDeposit Accounts, all Securities Accounts and all Commodities Accounts, including all Controlled Accounts and Pledged Risk Retention Instruments Account, together with all amounts on deposit from time to time thereto;
(iv) all Documents;
(v) all Equipment;
(vvi) all General Intangibles;
(vivii) all Goods;
(viiviii) all Instruments;
(viiiix) all Inventory;
(ixx) all Investment Property;
(xxi) all books and records pertaining to the Article 9 Collateral;
(xixii) all Fixtures;
(xiii) all Letter-of-Credit Rights Rights, but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiixiv) all Intellectual PropertyProperty and Licenses; and
(xiiixv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Initial Collateral Excluded Assets in the case of any Initial Collateral and the term “Article 9 Collateral” shall not include any Initial Collateral Excluded Assets; provided, further, that (i) if and when any assets shall cease to be an Initial Collateral Excluded Asset, a Lien on and security in such assets shall be automatically deemed granted therein until, if ever, such assets shall again become Initial Collateral Excluded Assets and (ii) this Agreement a Lien on and security in such property shall not constitute a grant of security interest in (and Holdings shall not be automatically deemed to be Grantor with respect to) granted on any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant of Excluded Assets, to Section 2.01the extent such Proceeds do not themselves constitute Initial Collateral Excluded Assets.
(b) Subject to Section 3.01(e), each Initial Grantor hereby irrevocably authorizes (but does not obligate) the Collateral Trustee, prior to the Working Capital Notes Collateral Agent Termination, for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets,” or “all personal property” or “All assets of the Grantor whether now existing or hereafter acquired, including all proceeds thereof” of such Initial Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Initial Grantor. Each Initial Grantor agrees to make such filings and to provide such information to the Notes Collateral Agent Trustee promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Article 9 Security Interest is granted as security only and shall not subject the Notes Collateral Agent Trustee or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Initial Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Pledge and Security Agreement (Finance of America Companies Inc.), Pledge and Security Agreement (Finance of America Companies Inc.)
Security Interest. (a) 3.1 As security for the prompt, complete and indefeasible payment when due (whether on the payment dates or performance, as the case may be, in full otherwise) of all the Secured Obligations each Grantor hereby assigns and pledges to the Notes Collateral AgentObligations, for the benefit of the Secured Parties, and hereby Borrower grants to the Notes Collateral Agent for the benefit of the Secured Parties, and Lender a security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties Borrower’s personal property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in acquired, including the future may acquire any right, title or interest following (collectively, the “Article 9 Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (other than Intellectual Property); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books ; and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection tangible and intangible personal property of a security interest in such Article 9 Collateral is accomplished Borrower whether now or hereafter owned or existing, leased, consigned by the filing of a UCC financing statement;
(xii) all Intellectual Propertyor to, or acquired by, Borrower and wherever located; and
(xiii) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all Supporting Obligationsaccessions to, collateral security substitutions and guarantees given by any Person with respect to any replacements for, and rents, profits and products of each of the foregoing; provided thatprovided, notwithstanding anything however, that the Collateral shall include all Accounts and General Intangibles that consist of rights to payment and proceeds from the contrary in this Agreementsale, licensing or disposition of all or any part, or rights in, the Intellectual Property (ithe “Rights to Payment”). Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) this Agreement shall not constitute a grant of holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral shall automatically, and effective as of the date of this Agreement, include the Intellectual Property to the extent necessary to permit perfection of Lender’s security interest in the Rights to Payment. Upon payment in full in cash of the Secured Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) and at such time as this Agreement has been terminated, the Agent and Lender shall, at Borrower’s sole cost and expense, release their Liens in the Collateral and all rights therein shall revert to Borrower.
3.2 Notwithstanding anything else set forth herein, the Collateral shall specifically exclude the Excluded Assets for so long as the PSA and SPSA remain in effect, but upon the termination or expiration of the PSA and the term “Article 9 SPSA, the Excluded Assets (to the extent they do not consist of Intellectual Property) shall automatically be subject to the security interest granted in favor of Agent and Lender hereunder and become part of the Collateral” .
3.3 Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include any Excluded Assets more than 65% of the presently existing and (ii) this Agreement shall not constitute a grant hereafter arising issued and outstanding shares of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof capital stock owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing Borrower of any financing statement or amendment, including whether such Grantor is an organization, Foreign Subsidiary which shares entitle the type of organization and, if required, any organizational identification number issued holder thereof to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent vote for directors or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9matter.
Appears in 2 contracts
Sources: Loan and Security Agreement (Acelrx Pharmaceuticals Inc), Loan and Security Agreement (Acelrx Pharmaceuticals Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations each Grantor Debtor hereby assigns and pledges grants to the Notes American Collateral Agent, for the benefit of the Secured Parties, Lenders and hereby grants to the Notes Collateral Agent for the benefit of the Secured PartiesAgents, a continuing security interest (the “"Security Interest”") in, in all right, title or and interest of Debtor in or to any and all of its personal property, including, without limitation, all of the following assets types of personal property, in each instance wherever located and properties whether now owned or at any time hereafter acquired by such Grantor or existing, and in which such Grantor now has or at all Proceeds and products thereof in any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):form.
(i) all Accountsof its Goods (including, without limitation, Inventory, Equipment, Fixtures (whether or not affixed to realty) and all parts, additions, replacements, substitutions and accessions thereto or therefor, in all supporting obligations thereof and in all documents and other records therefor;
(ii) all of its Accounts, Chattel PaperPaper (whether tangible or electronic), Deposit Accounts, Documents, Instruments (including, without limitation, promissory notes), Investment Property, Letter-of-Credit Rights, Letters Of Credit, cash, money, supporting obligations, other obligations of any kind owing to Debtor, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, all books, invoices, documents and other records in any form evidencing or relating to any of the foregoing;
(iii) all Documentsof its General Intangibles (including, without limitation, payment intangibles and software);
(iv) all Equipmentof its Intercompany Collateral (as hereinafter defined);
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining of its other property described in any schedule from time to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only time delivered by Debtor to the extent constituting a Supporting Obligation for other Article 9 American Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual PropertyAgent; and
(xiii) , to the extent not otherwise included, all Proceeds and products of payments under insurance or any and all of the foregoing and all Supporting Obligationsindemnity, collateral security and guarantees given by any Person warranty or guaranty with respect to any of the foregoing; provided that, notwithstanding anything to in each case as such terms are defined under the contrary in this AgreementUCC. In addition, (i) this Agreement shall not constitute a grant of the Debtor hereby grants a security interest to the American Collateral Agent, for the benefit of the Lenders and the Canadian Collateral Agent and for its benefit as American Collateral Agent, in all of its claims arising out of or relating to any commercial tort claims, including, without limitation, those described on the Schedule hereto or described in any Excluded Assets and schedule from time to time delivered by Debtor to American Collateral Agent. All of the term “Article 9 foregoing property of the Debtor shall be collectively referred to herein as the "Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01".
(b) Subject Debtor hereby assigns to Section 3.01(e)American Collateral Agent, each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at Lenders and the Canadian Collateral Agent and for its benefit as American Collateral Agent, any time and from time to time to file, at the expense all of such Grantor, its security interest in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that Goods (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendmentincluding, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall but not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party limited to, or in any way alter or modifyEquipment, any obligation or liability of any Grantor with respect to or arising out of the Article 9Fixtures And Inventory);
Appears in 2 contracts
Sources: General Security Agreement (Westcon Group Inc), General Security Agreement (Westcon Group Inc)
Security Interest. (a) As security for the performance by the Seller of all the terms, covenants and agreements on the part of the Seller to be performed under this Agreement or any other Transaction Document, including the punctual payment or performancewhen due of the Aggregate Capital and all Yield and all other Seller Obligations, as the case may be, in full Seller hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Obligations each Grantor hereby assigns Parties, a continuing security interest in, all of the Seller’s right, title and pledges interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Support Assets”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement, (vi) all other personal and fixture property or assets of the Seller of every kind and nature, including all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the Notes Collateral Agentpayment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing; provided, however, that the term “Support Assets” shall not include the Subject Receivables. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Support Assets, and hereby grants in addition to all the other rights and remedies available to the Notes Collateral Administrative Agent (for the benefit of the Secured Parties, a security interest (the “Security Interest”) in), all right, title or interest in or the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to any and file financing statements describing as the collateral covered thereby as “all of the following assets and properties now owned debtor’s personal property or at any time hereafter acquired by such Grantor assets” or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining words to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided thatthat effect, notwithstanding anything to that such wording may be broader in scope than the contrary collateral described in this Agreement. Immediately upon the occurrence of the Final Payout Date, (i) the Support Assets shall be automatically released from the Lien created hereby, and this Agreement shall not constitute a grant and all rights and obligations (other than those expressly stated to survive such termination) of a security interest in any Excluded Assets the Administrative Agent, the Purchasers and the term “Article 9 Collateral” other Purchaser Parties and Secured Parties hereunder shall not include terminate, all without delivery of any Excluded Assets instrument or performance of any act by any party, and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect all rights to the Issuer Support Assets shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantorthe Seller, in any relevant jurisdiction any initial financing statements with respect the Administrative Agent shall execute and deliver to the Collateral or any part thereof Seller UCC-3 termination statements and amendments thereto that (i) indicate such other documents as the Article 9 Collateral as “all assets” or “all personal property” of Seller shall reasonably request to evidence such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable requesttermination. For the avoidance of doubt, such authorization (i) the grant of security interest pursuant to this Section 5.05 shall not impose any duty or obligation on the Notes Collateral Agent to make any such filingbe in addition to, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter be construed to limit or modify, the assignment of the Asset Interest pursuant to Section 2.01(b) and (ii) nothing in Section 2.01 shall be construed as limiting the rights, interests (including any obligation security interest), obligations or liability liabilities of any Grantor with respect to or arising out of the Article 9party under this Section 5.05.
Appears in 2 contracts
Sources: Receivables Purchase Agreement (OUTFRONT Media Inc.), Receivables Purchase Agreement (OUTFRONT Media Inc.)
Security Interest. (a) As The Issuer hereby pledges, assigns and grants to the Trustee, as security for the due payment or performance, as and performance of all the case may be, in full Issuer’s obligations under this Indenture for all series of the Secured Obligations each Grantor hereby assigns and pledges to the Notes Collateral AgentOutstanding Securities, for itself and for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent for the benefit Holders of the Secured Partiessuch Securities, a security interest (in and to all of the “Security Interest”) in, all Issuer’s right, title and interest, whether now or interest hereafter existing or acquired, in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(ia) all Accounts;
(ii) ; all Deposit Accounts and all funds on deposit therein; all cash and cash equivalents; all commodity contracts; all investments, Equity Interests and Investment Property; all Inventory; all Equipment; all Goods; all Chattel Paper;
(iii) ; all Documents;
(iv) , including, without limitation, all Equipment;
(v) Issuer Loans and all of the Issuer’s right, title and interest thereunder; all Instruments; all Books and Records; all General Intangibles;
(vi) ; all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) Supporting Obligations; all Letter-of-Credit Rights but only (all capitalized terms used in this paragraph shall have the meanings assigned to such terms in the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual PropertyUCC); and
(xiiib) all proceeds of the foregoing. At the expense of the Issuer, the Issuer agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of all Outstanding Securities, including but not limited to, the filing of financing statements pursuant to the extent UCC. The Issuer shall, at its expense, do any further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no liens, encumbrances or charges of any type whatsoever. In furtherance of the grant of the security interest in the Collateral for all Outstanding Securities, upon and during continuance of an Event of Default, the Issuer grants to the Trustee on behalf of the Holders of such Securities the full, exclusive and irrevocable right, power and authority but not otherwise included, all Proceeds and products of the obligation to exercise any and all rights of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity Issuer with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent held for the benefit of the Secured Parties at any time and from time to time to file, at the expense Holders of such GrantorSecurities, in and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon the occurrence of and during the continuance of an Event of Default, it shall not exercise the power of attorney, or any relevant jurisdiction any initial financing statements with respect rights granted to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued Trustee pursuant to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunderthis Section 6.8.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Short Term Notes Indenture, Short Term Notes Indenture
Security Interest. (a) As security for To secure the payment or performance, as the case may be, in full and performance of all of the Secured Obligations each Grantor hereby assigns and pledges to the Notes Collateral Agentwhen due, for the benefit of the Secured Parties, and Borrower hereby grants to the Notes Collateral Agent for the benefit of the Secured Parties, Silicon a security interest (the “Security Interest”) in, in all right, title or of Borrower’s interest in or to any and all of the following assets and properties following, whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor acquired, and wherever located: All Inventory, Equipment, Receivables, and General Intangibles, including, without limitation, all of Borrower’s Deposit Accounts, and all money, and all property now has or at any time in the future may acquire in Silicon’s possession (including claims and credit balances), and all proceeds (including proceeds of any rightinsurance policies, title or interest (collectivelyproceeds of proceeds and claims against third parties), the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) products and all books and records pertaining related to any of the foregoing (all of the foregoing, together with all other property in which Silicon may now or in the future be granted a lien or security interest, is referred to herein, collectively, as the “Collateral”). Notwithstanding the foregoing, provided that (a) no Default or Event of Default has occurred and is continuing, (b) Borrower completes an initial public offering of equity securities of Borrower that generates net proceeds of at least $535,000,000 (the “IPO”), (c) immediately following the conclusion of the IPO Borrower has minimum cash (or cash equivalents acceptable to Silicon) liquidity maintained at Silicon of not less than $5,000,000 and (d) Borrower executes and delivers to Silicon, on Silicon’s standard form, a Negative Pledge Agreement regarding the Borrower’s Intellectual Property, Silicon agrees to release its liens on and security interests in all of Borrower’s Intellectual Property. Also notwithstanding the foregoing, the term “Collateral” does not include any license agreements or contract rights (under which Borrower is the licensee, lessee or other similarly situated party) to the Article 9 Collateral;
extent (xii) all Letter-of-Credit Rights the granting of a security interest in it would be contrary to applicable law, or (ii) that such rights are nonassignable by their terms (but only to the extent constituting a Supporting Obligation for such prohibition is enforceable under applicable law, including, without limitation, Section 9318(4) of the California Uniform Commercial Code) without the consent of the licensor or other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
party (xii) all Intellectual Property; and
(xiii) but only to the extent such consent has not otherwise includedbeen obtained); nevertheless, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets shall extend to, and the term “Article 9 Collateral” shall not include include, any Excluded Assets and (ii) this Agreement shall not constitute a grant all proceeds of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect such license agreements or contract rights to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes extent that the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense assignment or encumbering of such Grantorproceeds is not so restricted (including, in any relevant jurisdiction any initial financing statements with respect to without limitation, the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” proceeds of such Grantor license agreements or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information contract rights for which any required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunderconsent has been obtained).
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Loan and Security Agreement (Digirad Corp), Loan and Security Agreement (Digirad Corp)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations Obligations, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all GoodsInstruments;
(vii) all InstrumentsInventory;
(viii) all Inventory;
(ix) all Investment Property;
(xix) all books and records pertaining to the Article 9 Collateral;
(x) all Goods and Fixtures;
(xi) all Money, cash, cash equivalents and Deposit Accounts;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementRights;
(xiixiii) all Commercial Tort Claims described on Schedule II from time to time, as such Schedule may be supplemented from time to time pursuant to Section 3.02;
(xiv) each Collateral Account, and all cash, Money, Securities and other investments deposited therein;
(xv) all Supporting Obligations;
(xvi) all Security Entitlements in any or all of the foregoing;
(xvii) all Intellectual Property; and
(xiiixviii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing (including proceeds of all insurance policies) and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject Notwithstanding anything herein to the contrary, to the extent and for so long as any asset is Excluded Property, the Security Interest granted under this Section 3.01(e)3.01 shall not attach to, each and Article 9 Collateral shall not include, such asset; provided, however, that the Security Interest shall immediately attach to, and Article 9 Collateral shall immediately include, any such asset (or portion thereof) upon such asset (or such portion) ceasing to be Excluded Property.
(c) Each Grantor hereby irrevocably authorizes the Notes Collateral Agent (or its designee) for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements or continuation statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” assets or “all personal property” property of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For Each Grantor also ratifies its authorization for the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent (or its designee) to make file in any such filing, such obligation being that of each Grantor hereunderrelevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.
(cd) The Security Interest is and the security interest granted pursuant to Article II are granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Term Pledge and Security Agreement, Term Pledge and Security Agreement (Entegris Inc)
Security Interest. (a) As security for the payment or performanceperformance by the Borrower of all the terms, as covenants and agreements on the case may be, in full part of the Secured Obligations each Grantor Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Principal and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby assigns confirms and pledges reaffirms the grant under the Existing Purchase Agreement, and without limiting the foregoing, hereby grants, to the Notes Collateral Agent, Agent for its benefit and the ratable benefit of the Secured PartiesParties of, and hereby grants to the Notes Collateral Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest (in all of the “Security Interest”) in, all Borrower’s right, title or and interest in or in, to any and under all of the following assets and properties following, whether now owned or at any time hereafter acquired by such Grantor owned, existing or in which such Grantor now has or at any time in the future may acquire any right, title or interest arising (collectively, the “Article 9 Collateral”):
): all of the Borrower’s right, title, and interest now or hereafter existing in, to and under the following of the Borrower’s assets, whether now owned or existing or hereafter acquired, and wherever located (iwhether or not in the possession or control of the Borrower), and all proceeds of the foregoing: (I) all Accounts;
Receivables comprising the Receivable Pool; (iiII) the Related Assets in respect of the Receivable Pool; (III) the Collections in respect of the Receivable Pool; (IV) all Chattel Paper;
Transaction Documents; (iiiV) all Documents;
Contracts related to the Receivable Pool; (ivVI) the Sale Agreement and each Hedge Agreement and, in each case, all rights and remedies of the Borrower thereunder; (VII) all Equipment;
other assets in the Receivable Pool and Related Assets; (vVIII) each Collection Account and the Payment Account; (IX) all General Intangibles;
accounts, chattel paper, commercial tort claims, deposit accounts, documents, fixtures, general intangibles (vi) all Goods;
including payment intangibles), goods (vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books including equipment and records pertaining to the Article 9 Collateral;
(xi) all Letterinventory), instruments, investment property, letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for credit rights, letters of credit, money, as-extracted collateral, oil, gas and other Article 9 Collateral as to which perfection of a security interest minerals before extraction, software, supporting obligations, insurance policies and things in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
action; (xiiX) all Intellectual Propertyrights, interests, remedies, and privileges of the Borrower relating to any of the foregoing including the right to sue for past, present, or future infringement of any or all of the foregoing; and
and (xiiiXI) to the extent not otherwise included, all products and Proceeds (the terms in clauses (I) through (XI) not otherwise defined in this Agreement, as defined in the UCC) of the foregoing clauses (I) through (X) and all accessions to, substitutions and replacements for, and rents, profits, and products of any and all the of the foregoing (including insurance proceeds), and all Supporting Obligationsdistributions (whether in money, collateral security securities, or other property) and guarantees given by any Person collections from or with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject The parties hereto agree that this Agreement is not intended to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit constitute a novation or a termination of the Secured Parties at any time obligations under the Existing Purchase Agreement and from time to time to file, at that the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect security interest created pursuant to the Collateral or any part thereof Existing Purchase Agreement is hereby confirmed and amendments thereto that (i) indicate is intended to continue and to secure the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail Borrower Obligations under this Agreement which amends and (ii) contain restates the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunderExisting Purchase Agreement.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Receivables Financing Agreement (ADT Inc.), Receivables Financing Agreement (ADT Inc.)
Security Interest. (a) As collateral security for the payment or performance, as the case may be, in full of the Secured Obligations (whether at stated maturity, by acceleration or otherwise), each Grantor hereby mortgages, pledges, hypothecates, grants, assigns and pledges transfers to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent for the ratable benefit of the Secured Parties, a lien on and a first priority security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsDeposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) Letter-of-Credit Rights;
(xi) Commercial Tort Claims;
(xii) all books and records pertaining to the Article 9 Collateral;
(xixiii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for Goods (including, without limitation, Fixtures) and other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementpersonal property not otherwise described above;
(xiixiv) all Intellectual Propertythe non-exclusive cable franchise referred to in that certain Decision and Order No. 352 issued by the Department of Commerce and Consumer Affairs of the State of Hawaii, dated June 24, 2011; and
(xiiixv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that.
(b) Notwithstanding the foregoing, notwithstanding anything to the contrary no security interest shall be granted in this Agreement, (i) this Agreement shall not constitute any FCC License or Intellectual Property to the extent that the Communications Act or other applicable law prohibits the granting of a security interest therein or the grant of a security interest therein could result in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and cancellation, voidance or invalidity of such Intellectual Property, (ii) any contract, General Intangible, Copyright License, Patent License or Trademark License (“Intangible Assets”), in each case to the extent the grant by the relevant Grantor of a security interest pursuant to this Agreement shall not constitute a grant of security in such Grantor’s right, title and interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9such
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Hawaiian Telcom Holdco, Inc.), Credit Agreement (Hawaiian Telcom Holdco, Inc.)
Security Interest. (a) As security for the payment or performanceperformance by the Company of all the terms, as covenants and agreements on the case may be, in full part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations each Grantor Obligations, the Company hereby assigns and pledges grants to the Notes Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all of the Company’s right, title or and interest in or and to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(ia) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto;
(b) each of the Origination Agreements, the Collection Account Agreements and the Servicing Agreement, including, in respect of each agreement, (A) all rights of the Company to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then-existing Collection Accounts; and
(d) the Company Concentration Account and the Payments Reserve Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Company Concentration Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Company Concentration Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then existing Company Concentration Accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the then existing Company Concentration Accounts;
(iie) all Chattel Paper;
other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (iiias those terms are defined in the UCC as in effect on the date hereof in the State of New York) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to in which the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual PropertyCompany has any interest; and
(xiiif) to the extent not otherwise includedincluded in the foregoing, all Proceeds and products proceeds of any and all of the foregoing foregoing. In addition to the rights and remedies herein set forth, the Collateral Agent shall have all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets rights and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements remedies with respect to the Collateral available to a secured party at law or any part thereof in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the UCC or the analogous legislation of each and other applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunderlaw.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: u.s. Receivables Loan Agreement (Huntsman CORP), u.s. Receivables Loan Agreement (Huntsman CORP)
Security Interest. (a) As security for the payment or performanceFor value received, as the case may be, in full of the Secured Obligations each Grantor hereby assigns and pledges to the Notes Collateral Agent, for the benefit of the Secured Parties, and Debtor hereby grants to the Notes Collateral Agent for the benefit of the Secured Parties, Trustee a security interest (the “"Security Interest”') in, in and to all right, title or interest in or to of the following: (i) any and all retail motor vehicle installment sale contracts (the "Contracts") acquired with the funds constituting the Indebtedness or with funds received from the repayment of said Contracts or the following assets Replacement Contracts (the "Replacement Contracts"), which Contracts or Replacement Contracts are originated in connection with the financing of new and properties used automobiles and light-duty trucks (the "Vehicles"), including all rights to receive payments thereunder and security interests in and instruments of title to the Vehicles, whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
acquired; (ii) all Chattel Paper;
funds in the Debtor bank accounts styled Master Collections Accounts, Master Operating Account and Note Redemption Account; (iii) all Documents;
proceeds of an offering pursuant to the Registration Statement of Debtor filed with the Securities and Exchange Commission (the "Registration Statement"); and (iv) all Equipment;
(v) products thereof and all General Intangibles;
(vi) cash and noncash proceeds of any of the foregoing, in any form, including, without limitation, proceeds of insurance policies from the loss thereof, all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining titles to the Article 9 Collateral;
(xi) Vehicles and all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection assignment of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise includedliens, all Proceeds Contracts, Vehicle Titles, assignments, dealer recourse agreements, other documents and products instruments in the possession of the Debtor, and any documents or instruments in the possession, custody and control of any and Contract Servicer or any independent Custodian (all of the foregoing and all Supporting Obligationshereinafter called the "Collateral"); provided, collateral however, that the security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything interest granted hereunder is subject to the contrary conditions and limitations set forth in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01Registration Statement.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Security Agreement (Us Automobile Acceptance SNP Iv Inc), Security Agreement (Us Automobile Acceptance SNP Iv Inc)
Security Interest. (a) As collateral security for the payment Secured Obligations, including any and all renewals or performanceextensions thereof, as the case may beeach Pledgor hereby delivers, in full of the Secured Obligations each Grantor hereby pledges, transfers and collaterally assigns and pledges to the Notes Collateral AgentPledgee and grants to the Pledgee, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent for the benefit of the Secured Parties, a first priority security interest (the “Security Interest”) in, in all of such Pledgor’s right, title or and interest in or and to any and all of the following assets Pledged Shares (including, without limitation, the Pledged Shares described on Schedule I hereto), and properties all other Equity Interests of any kind or nature of all existing and future Subsidiaries of such Pledgor, now owned or at any hereafter acquired, whether such Equity Interests are certificated or uncertificated, and each of the notes, capital stock, and all other investment property, financial assets and general intangibles of such Pledgor related to the foregoing, including, without limitation, and subject to Section 7(b), the right to vote such Equity Interests, now owned, legally, beneficially or hereafter acquired, together with all proceeds of and additions to such Equity Interests from time hereafter acquired by such Grantor to time received, receivable or otherwise distributed in respect of or in which exchange for any or all of the foregoing, including all dividends, interest distributions, cash, warrants, rights, instruments and other property, except for cash dividends or other cash distributions to the extent permitted under Section 7(a); provided, however, that notwithstanding anything herein to the contrary, no Loan Party shall be required to pledge Equity Interests of any Excluded Subsidiary, to the extent such Grantor now Equity Interests carry more than 65% of the total combined voting power of any “first-tier” Excluded Subsidiary (as determined for purposes of Treasury Regulations Section 1.956-2(c)) unless such Excluded Subsidiary has guaranteed Indebtedness of the Borrower or at any time in of its Domestic Subsidiaries or pledged any of its assets or suffered a pledge of a greater percentage of its Equity Interests to secure Indebtedness of the future may acquire Borrower or any right, title or interest of its Domestic Subsidiaries (collectively, the “Article 9 Pledged Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01).
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Pledge Agreement (Cambium Learning Group, Inc.), Pledge Agreement (Cambium Learning Group, Inc.)
Security Interest. (a) As security for For value received, to secure the payment or performance, as of up to Five Hundred Thousand and no/100 Dollars ($500,000.00) and the case may be, in full performance of the Secured Obligations each Grantor hereby assigns and pledges to obligations under this Agreement, the Notes Collateral Agent, for the benefit of the Secured PartiesPromissory Note, and hereby any other loan documents executed contemporaneously with this Agreement, Grantor grants to the Notes Collateral Agent for the benefit of the Secured Parties, Party a security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any rightfollowing: General Intangibles consisting of Intellectual Property, title or interest (collectively, the “Article 9 Collateral”):
specifically including (i) all Accounts;
the issued U.S. Patents set forth in Exhibit A; (ii) all Chattel Paper;
any patent or patent application claiming priority thereto, including but not limited to, non-provisional patents, reexaminations, reissues, continuations, continuations-in-part, divisions, renewals, and extensions, and any foreign counterparts thereto; (iii) all Documents;
goodwill of the business connected with the use of, and symbolized by, each Patent and (iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books income, royalties, proceeds and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds liabilities at any time due or payable or asserted under and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof (collectively, the “Patent Collateral”) of Grantor whether now owned or existing or hereafter acquired or arising, whether now existing or hereafter arising, and wherever located (the “Collateral”). The obligations secured include any payment of attorneys’ fees and other expenses incurred by Secured Party to enforce or collect any obligation secured by this Agreement. In addition to the contrary security interest granted above, Collateral includes all the following, whether now owned or existing or hereafter acquired or arising, whether now existing or hereafter arising, and wherever located:
a. All products and proceeds of any of the property described in this AgreementCollateral section.
b. All accounts, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer contract rights, rents, monies, payments, and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or rights arising out of a sale, lease, or other disposition of the Article 9Collateral.
c. All records and data relating to the Collateral, together with all of Grantor’s right, title, and interest in and to all computer software required to utilize, create, maintain, and process any such records or data on electronic media.
Appears in 2 contracts
Sources: Security Agreement (Bion Environmental Technologies Inc), Security Agreement (Bion Environmental Technologies Inc)
Security Interest. (a) As a)As security for the payment or performance, as the case may be, in full of the Secured Obligations Obligations, including each Guaranty, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General IntangiblesIntangibles and Permits;
(vi) all GoodsInstruments;
(vii) all InstrumentsInventory;
(viii) all InventoryIntellectual Property Collateral;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementGoods and Fixtures;
(xii) all Intellectual PropertyLetter-of-Credit Rights;
(xiii) all Commercial Tort Claims described on Schedule III from time to time;
(xiv) the Cash Collateral Account (and all cash, securities and other investments deposited therein);
(xv) all Supporting Obligations;
(xvi) all Security Entitlements in any or all of the foregoing; and
(xiiixvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that;
(i) with respect to any Owned Trademarks, applications in the United States Patent and Trademark Office to register Owned Trademarks or service marks on the basis of any Grantor’s “intent to use” such Owned Trademarks or service marks will not be deemed to be Collateral unless and until a “Statement of Use” or “Amendment to Allege Use” has been filed and accepted in the United States Patent and Trademark Office, whereupon such application shall be automatically subject to the security interest granted herein and deemed to be included in the Collateral and (ii) that notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and (A) motor vehicles or other assets subject to certificates of title the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute perfection of a grant of security interest in which is excluded from the New York UCC in the relevant jurisdiction, (and Holdings shall not be deemed to be Grantor with respect toB) any assets of Holdings Equity Interests other than Pledged Equity Equity, (C) any Equipment that is subject to a purchase money lien or a capital lease permitted under the Credit Agreement to the extent the documents relating to such purchase money lien or capital lease validly prohibits such Equipment to be subject to the Security Interest created hereby, (D) any specifically identified asset with respect to which the Issuer and all Proceeds thereof owned by it and pledged pursuant Administrative Agent has confirmed in writing to Section 2.01.
the Borrower its determination that the costs or other consequences (bincluding adverse tax consequences) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of providing a security interest is excessive in view of the Secured Parties at benefits to be obtained by the Lenders, (E) any time and from time to time to fileGeneral Intangible, at the expense Investment Property, Accounts, Intellectual Property Collateral, promissory notes, chattel paper, Permit or other such rights of such Grantora Grantor arising under any contract, in any relevant jurisdiction any initial financing statements with respect lease, instrument, license, or other document if (but only to the Collateral extent that) the grant of a security interest therein would (x) constitute a violation of a valid and enforceable restriction in respect of, or result in the abandonment, invalidation or unenforceability of any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” right, title or “all personal property” interest of such Grantor in, such General Intangible, Investment Property, Accounts, Intellectual Property Collateral, promissory notes, chattel paper, Permit or words other such rights in favor of similar effect a third party or as being of an equal under any law, regulation, permit, order, judgment or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing decree of any financing statement or amendmentGovernmental Authority and such contractual restriction is otherwise not restricted by the Credit Agreement, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For unless and until all required consents shall have been obtained (for the avoidance of doubt, the restrictions described herein are not negative pledges or similar undertakings in favor of a lender or other financial counterparty) or (y) expressly give any other party in respect of any such authorization contract, lease, instrument, franchise, permit, license or other document relating to any such General Intangible, Investment Property, Intellectual Property Collateral, Accounts, promissory notes, chattel paper, Permit or other such rights of a Grantor or give any other party the right to terminate its obligations or such Grantor’s rights under such contract, lease, instrument, franchise, permit, license or other document (whether expressly in such document or otherwise under applicable law) to the extent that such right is not restricted by the Credit Agreement, provided however, that the limitation set forth in clause (E)above shall not impose any duty affect, limit, restrict or obligation on impair the Notes Collateral Agent grant by a Grantor of a security interest pursuant to make this Agreement in any such filingCollateral to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the New York UCC and provided further that the Proceeds from any such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and contract, lease, instrument or other document shall not subject be excluded from the Notes definition of Article 9 Collateral Agent or (G) Margin Stock unless the applicable requirements of Regulations T, U, and X of the Board of Governors of the Federal Reserve have been satisfied. Each Grantor shall, if requested to do so by the Administrative Agent, use commercially reasonable efforts to obtain any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor such required consent that is reasonably obtainable with respect to or arising out of Collateral which the Article 9Administrative Agent reasonably determines to be material.
Appears in 2 contracts
Sources: Credit Agreement (Bloomin' Brands, Inc.), Credit Agreement (Osi Restaurant Partners, LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations Obligations, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “"Security Interest”") in, in all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “"Article 9 Collateral”"):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Letter-of-credit rights;
(xi) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiiixii) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted to the Collateral Agent, including describing such property as "all assets" or "all property". Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For Each Grantor also ratifies its authorization for the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such filingdocuments as may be necessary or advisable for the purpose of perfecting, such obligation being that of each Grantor hereunder.
(c) The confirming, continuing, enforcing or protecting the Security Interest is granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as security only debtors and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9as secured party.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Dennys Corp), Guarantee and Collateral Agreement (Dennys Corp)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations Guaranteed Obligations, each Grantor Guarantor hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Guarantor or in which such Grantor Guarantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash, Deposit Accounts and securities accounts;
(iv) all Documents;
(v) all Equipment;
(vvi) all Fixtures;
(vii) all General Intangibles;
(vi) all Goods;
(viiviii) all Instruments;
(viiiix) all Inventory;
(ixx) all Investment Property;
(xxi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims;
(xiii) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiiixiv) to the extent not otherwise included, all Proceeds proceeds, supporting obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest (other than the grant of security interest in any Excluded Assets the Pledged Stock pursuant to Section 3.01) in, and the term “Article 9 Collateral” shall not include include, (a) any Excluded Assets and Equity Interests of any Person (iiexcept for Equity Interests of any Material Subsidiary listed on Schedule VI hereto as such schedule may be updated from time to time, that can be perfected upon the filing of a financing statement), (b) this Agreement shall not constitute a grant any Material Pledged Debt Securities or any debt securities that may be pledged pursuant to any foreign pledge agreement under the terms of security interest in the Credit Agreement, (and Holdings shall not be deemed to be Grantor with respect toc) any assets of Holdings any Subsidiary to the extent that, as of the Closing Date, and for so long as, a pledge of such assets would violate a contractual obligation binding on such assets or such Subsidiary, (d) any assets of any Subsidiary acquired after the Closing Date in accordance with the Credit Agreement if, and to the extent that, and for so long as (1) pledging such assets would violate applicable law or a contractual obligation binding on such assets or such Subsidiary and (2) such law or obligation existed at the time of the acquisition thereof or (e) 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 the reasonable request of the Administrative Agent, Company shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (c) and (d) above, other than Pledged Equity with respect those set forth in a joint venture agreement to which the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01Company or any Subsidiary is a party.
(b) Subject to Section 3.01(e), each Grantor Each Guarantor hereby irrevocably authorizes the Notes Collateral Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements (including fixture filings), continuation statements, or other filings and recordings, with respect to the Article 9 Collateral and any other collateral pledged hereunder or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, or such other information as may be required under applicable law including (i) whether such Grantor Guarantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGuarantor, (ii) in the case of Fixtures, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Administrative Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral or other collateral granted under this Agreement, including describing such property as “all assets” or “all property”. Each Grantor Guarantor agrees to provide such information to the Notes Collateral Administrative Agent promptly upon any reasonable request. For The Administrative Agent is further authorized to file with the avoidance United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of doubtperfecting, such authorization shall not impose confirming, continuing, enforcing or protecting the Security Interest granted by each Guarantor, without the signature of any duty Guarantor, and naming any Guarantor or obligation on the Notes Collateral Guarantors as debtors and the Administrative Agent to make any such filing, such obligation being that of each Grantor hereunderas secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Guarantor with respect to or arising out of the Article 99 Collateral.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Chart Industries Inc), Guarantee and Collateral Agreement (Chart Industries Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations each Grantor hereby assigns and pledges to the Notes Collateral AgentObligations, for the benefit of the Secured Parties, and Borrower hereby grants to the Notes Collateral Agent Administrative Agent, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all of Borrower’s right, title or and interest in or in, to and under any and all of the following assets and properties whether now owned or at any time existing or hereafter acquired by such Grantor or in which such Grantor now has or at any time arising and wheresoever located, including all accessions thereto and products and proceeds thereof (with respect the Borrower or, together with the Collateral (as defined in the future may acquire Pledge Agreement), the Loan Parties, collectively, as the context requires, the “Collateral”):
(a) the Underwriting Package, and Servicing Records, together with all other files, material documents, instruments, certificates, correspondence, appraisals, computer records, computer storage media, accounting records and other books and records relating thereto;
(b) all “general intangibles”, “accounts”, “securities accounts” (as defined in Section 8-501(a) of the UCC), “deposit accounts”, “investment property”, “instruments” and “chattel paper” (as each such term is defined in the UCC), including without limitation: (1) the Financed Tax Liens, all income thereon and all “securities accounts” to which any rightor all of the Financed Tax Liens are credited, title or interest and (2) the Servicing Rights,
(c) all Income;
(d) the Lockbox Account, Concentration Account, Collection Account, Distribution Account and Interest Reserve Account (collectively, the “Article 9 Account Collateral”):) and all monies from time to time on deposit in each of the foregoing,
(ie) the Pledged Equity and all Accountsrights, privileges, authority and powers to distributions, dividends and redemptions on account of such Pledged Equity, all general intangible and contract rights related thereto and documents and certificates representing or evidencing any Pledged Equity;
(iif) all Chattel Paper;
(iii) other “accounts,” “chattel paper,” “commercial tort claims,” “deposit accounts,” “documents,” “equipment,” “general intangibles,” “goods,” “instruments,” “inventory,” “investment property,” “letter of credit rights,” and “securities’ accounts” as each of those terms is defined in the Uniform Commercial Code and all Documents;
(iv) cash and Cash Equivalents and all Equipment;
(v) products and proceeds relating to or constituting any or all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to of the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Propertyforegoing; and
(xiiig) to all “proceeds” as defined in the extent not otherwise includedUCC, including without limitation, all Proceeds replacements, substitutions or distributions on or proceeds, payments, Income and products of profits of, and records and files (but excluding any financial models or other proprietary information) relating to any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided thatprovided, notwithstanding anything to the contrary in this Agreementhowever, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include exclude any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings deposit account other than Pledged Equity with respect to those expressly identified in clause (d) above, including, without limitation, the Issuer Borrower’s Operating Account and any and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and assets from time to time deposited therein and assets from time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereundertime credited thereto.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Loan and Security Agreement (Fortress Credit Realty Income Trust), Loan and Security Agreement (Fortress Credit Realty Income Trust)
Security Interest. (a) As security for To secure the due and punctual payment or performanceof all amounts due under the Senior Financing, as the case may be, in full of the Secured Obligations each Grantor hereby assigns and pledges to the Notes Collateral Agent, for the benefit of the Secured Parties, and Borrower hereby grants to the Notes Collateral Agent for the benefit of the Secured Parties, Senior Lenders a security interest in all of its assets (the “Security Interest”) in"COLLATERAL"), all rightexcept for the capital stock of Rhino Marketing, title or interest in or to any and all Inc., a wholly owned subsidiary of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in Borrower which such Grantor now has or at any time in the future may acquire any rightceased operations. The Collateral shall include, title or interest (collectively, the “Article 9 Collateral”):without limitation:
(i) all AccountsAll goods now owned or hereafter acquired by Borrower or in which Borrower has or may hereafter acquire any interest;
(ii) all Chattel PaperAll equipment now owned or hereafter acquired by Borrower;
(iii) all DocumentsAll inventory now owned or hereafter acquired by Borrower;
(iv) All accounts, contract rights and general intangibles now owned or hereafter created or acquired by Borrower, all Equipmentreceivables, goodwill, trademarks, trade styles, trade names, customers lists and business records;
(v) all General Intangibles;All documents, instruments and chattel paper now owned or hereafter acquired by Borrower; and
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books All monies, deposit accounts, certificate of deposit and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection securities of a security interest Borrower now or hereafter in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01Borrower's or its agents' possession.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes Lender's security interest in the Notes Collateral Agent for shall be a continuing lien and shall include the benefit proceeds and products of the Secured Parties at any time and from time to time to fileCollateral, at including, but not limited to, the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing proceeds of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunderinsurance thereon.
(c) The Security Interest Borrower, represents and warrants to the Senior Lenders that the Collateral is granted as free and clear of all mortgages, encumbrances, liens and security only interests except the following ("PERMITTED LIENS"): (i) security interest in favor of Dona▇▇ ▇▇▇▇▇▇▇, ▇▇ agent for several lenders (the "EXISTING LENDERS") in connection with a loan in the principal amount of $200,000 2 made by the Existing Lenders, which loan is evidenced by a promissory note dated June 28, 1996 (the "EXISTING LOAN"); and shall not subject (ii) purchase money security interests, which security interests may be directly in favor of the Notes Collateral Agent or any other Secured Party to, Seller or in any way alter favor of a third-party which shall have financed the acquisition of such goods, equipment or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9inventory.
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations Obligations, each Grantor hereby assigns and pledges to the Notes Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or and interest in or and to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”) (terms used below and in other provisions of this Agreement to describe types of Article 9 Collateral, which terms are not otherwise defined herein, shall having the meanings specified in the New York UCC):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) Letter-of-Credit rights;
(xi) Commercial Tort Claims (as described in the Perfection Certificate or a document provided pursuant to Section 4.04(f));
(xii) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided thatprovided, notwithstanding anything to however, that the contrary in this Agreement, (i) this Agreement Article 9 Collateral shall not constitute a grant include the following (collectively, the “Excluded Property”):
(A) personal property where the cost of obtaining a security interest or perfection thereof exceeds its benefits (as reasonably determined by the Company’s Governing Body in any Excluded Assets and a resolution delivered to the term “Article 9 Collateral” shall not include any Excluded Assets and Collateral Agent);
(iiB) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity assets, with respect to which any applicable law or the Issuer and all Proceeds thereof owned by it and pledged terms of any applicable contract prohibits the creation or perfection of security interests therein or that otherwise results in a default, waiver or termination of rights or privileges arising under such law or contract (other than to the extent that any such law or contract term would be rendered ineffective pursuant to Section 2.01.Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law or principles of equity); provided, however, that such security interest shall attach immediately at such time as the condition causing such prohibition shall be remedied and, to the extent severable, shall attach immediately to any portion of any such contract that does not result in any such prohibition, including any Proceeds of any such contract;
(bC) Subject to Section 3.01(e)all Trademarks and other Intellectual Property bearing the name “▇▇▇▇” or a variant thereof; provided that (x) the Collateral Agent, each Grantor hereby irrevocably authorizes the Notes Collateral Administrative Agent and the Applicable Authorized Representative (for the benefit of the Secured Parties Parties) shall have a non-exclusive License to use such Intellectual Property in connection with the exercise of remedies upon a Default or Event of Default and (y) the Grantors hereby grant to the Collateral Agent, the Administrative Agent and the Applicable Authorized Representative (for the benefit of the Secured Parties) such a License for such use in any such event;
(D) any trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark to the extent that granting a Security Interest in such trademark application prior to such filing would adversely affect the enforceability or validity or result in the voiding of such trademark application, unless and until acceptable evidence of use of the trademark has been filed with and accepted by the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the ▇▇▇▇▇▇ Act (15 U.S.C. 1051, et seq.), whereupon such trademark application will, without any further action taken on the part of such Grantor or the Collateral Agent, be deemed to constitute Collateral;
(E) cash collateral supporting (i) deductible, retention and other obligations to insurance carriers, (ii) reimbursement claims in respect of letters of credit and surety providers, (iii) contingent claims arising in respect of community facility district, metro-district, ▇▇▇▇▇-▇▇▇▇, subdivision improvement and similar obligations arising in the ordinary course of business of a homebuilder and (iv) cash management services;
(F) equity interests in joint ventures with respect to which the agreements governing such joint ventures prohibit the creation or perfection of security interests in such equity interests;
(G) any leasehold interests in real property;
(H) any real property in a community under development with a dollar amount of investment as of the most recent quarter end (as determined in accordance with GAAP) of less than $2,000,000 or with less than 10 lots remaining unsold;
(I) vehicles covered by a certificate of title; and
(J) (i) any Deposit Account or Securities Account that is established solely for the purpose of funding payroll, benefits, trust or other compensation benefits to employees and (ii) any other Deposit Account and Securities Account the aggregate balance in which does not exceed $2,000,000 for all such excluded accounts at any one time outstanding (the accounts described in clauses (i) and (ii), collectively the “Excluded Accounts”).
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” assets of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail detail, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing or covering Article 9 Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to promptly provide such information to the Notes Collateral Agent promptly upon any reasonable requestAgent. For Each Grantor also ratifies its authorization for the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make file in any relevant jurisdiction any financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such filingdocuments as may be necessary or advisable for the purpose of perfecting, such obligation being that confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of each any Grantor, and naming any Grantor hereunderor the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is and the security interest granted pursuant to Article III are granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9Collateral.
Appears in 1 contract
Sources: Security Agreement (Shea Homes Limited Partnership)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations each Obligations, the Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in), in all of the Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such the Grantor or in which such the Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel PaperDeposit Accounts;
(iii) all Documents;
(iv) all EquipmentGeneral Intangibles;
(v) all General Intangiblesthe Collection Account;
(vi) all Goodsthe Debt Service Account;
(vii) all InstrumentsMedia Revenues;
(viii) all Inventorythe Grantor’s rights in respect of Local Media Contracts;
(ix) all Investment PropertyMembership Rights;
(x) all Expansion Revenues;
(xi) all Ticket Rights;
(xii) all Employee Contracts;
(xiii) all Instruments;
(xiv) all Investment Property that shall arise from any investment from time to time in the Debt Service Account;
(xv) all money market deposit accounts maintained with the Collateral Agent for the purpose of investing amounts deposited in the Collection Account and the Debt Service Account;
(xvi) all books and records pertaining to any of the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Propertyforegoing; and
(xiiixvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given to the Grantor by any Person with respect to any of the foregoing; provided in each case, except that the Article 9 Collateral shall not include (w) any Investment Property other than Investment Property pursuant to clause (xiv) above, (x) any property or assets to the extent such item (other than any item constituting Core Collateral) has been assigned, pledged or otherwise transferred by the Grantor to any Person (other than the Secured Parties) in a transaction that is not prohibited by the Credit Agreement or any other Loan Document, (y) any Commingled Assets, and (z) any United States “intent to use” trademark application or intent-to-use service ▇▇▇▇ application filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act solely to the extent, if any, that, notwithstanding anything to and solely during the contrary period, if any, in this Agreementwhich, (i) this the grant of a security interest therein would impair the validity of, or render void or voidable or result in the cancellation of the Grantor’s right, title or interest therein or any Trademark issued as a result of such application under applicable federal law, or any Trademark or other rights therein or thereto if the grant of a lien on or security interest in such Trademark would result in the cancellation or voiding of such Trademark or such rights. This Agreement shall not constitute a grant of a security interest in any Excluded Assets property or assets to the extent that, and for so long as, such grant of a security interest is prohibited by any requirement of law, rule or regulation, requires a consent not obtained of any Governmental Authority pursuant to any such law, rule or regulation, is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or assets or, in the case of Equity Interests in any Person that is not a Subsidiary of the Borrower, to the extent, and for so long as, such grant requires, pursuant to the constituent documents of such Person or any related joint venture, shareholder or similar agreement binding on any shareholder, partner or member of such Person, the consent of any governing body of or Persons (other than of the Borrower or any of its Affiliates) holding Equity Interests in such Person and such consent shall not have been obtained, except in each case to the extent that such requirement of law, rule or regulation or the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings such contract, license, agreement, instrument or other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01document or constituent documents, shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law, rule or regulation.
(b) Subject to Section 3.01(e), each The Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction in the United States any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such the Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such the Grantor. Each The Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes The Collateral Agent is further authorized to make file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in the United States) such filingdocuments as may be necessary for the purpose of perfecting, such obligation being that confirming, continuing, enforcing or protecting the Security Interest granted by the Grantor, without the signature of each the Grantor, and naming the Grantor hereunderas debtor and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any the Grantor with respect to or arising out of the Article 9
Appears in 1 contract
Sources: Security Agreement
Security Interest. (a) As security for the payment or performanceFor value received, as the case may beDebtor, in full of the Secured Obligations each Grantor hereby assigns and pledges to the Notes Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent for the benefit of the Secured PartiesParty, a security interest (the “"Security Interest”") inin the undertaking of Debtor and in all of Debtor's present and after acquired personal property including, without limitation, in all rightGoods (including all parts, title accessories, attachments, special tools, additions and accessions thereto), Chattel Paper, Documents of Title (whether negotiable or interest not), Instruments, Intangibles, Money and Securities now owned or hereafter owned or acquired by or on behalf of Debtor (including such as may be returned to or repossessed by Debtor) and in or to any all proceeds and renewals thereof, accretions thereto and substitutions therefore (hereinafter collectively called "Collateral"), and including, without limitation, all of the following assets and properties now owned or at any time hereafter owned or acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):on behalf of Debtor:
(i) all Accountsinventory of whatever kind and wherever situate;
(ii) all Chattel Paperequipment (other than inventory) of whatever kind and wherever situate, including, without limitation, all machinery, tools, apparatus, plant, furniture, fixtures and vehicles of whatsoever nature or kind;
(iii) all Documentsaccounts and book debts and generally all debts, dues, claims, choses in action and demands of every nature and kind howsoever arising or secured including letters of credit and advices of credit, which are now due, owing or accruing or growing due to or owned by or which may hereafter become due, owing or accruing or growing due to or owned by Debtor ("Debts");
(iv) all Equipmentlists, records and files relating to Debtor's customers, clients and patients;
(v) all General Intangiblesdeeds, documents, writings, papers, books of account and other books relating to or being records of Debts, Chattel Paper or Documents of Title or by which such are or may hereafter be secured, evidenced, acknowledged or made payable;
(vi) all Goodscontractual rights and insurance claims;
(vii) all Instruments;patents, industrial designs, trade-marks, trade secrets and know-how including without limitation environmental technology and biotechnology, confidential information, trade-names, goodwill, copyrights, personality rights, plant breeders' rights, integrated circuit topographies, software and all other forms of intellectual and industrial property, and any registrations and applications for registration of any of the foregoing (collectively "Intellectual Property"); and
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest property described in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of Schedule "C" or any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01schedule now or hereafter annexed hereto.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and hereby shall not subject extend or apply to and Collateral shall not include the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability last day of the term of any Grantor with respect to lease or arising out agreement therefore but upon the enforcement of the Article 9Security Interest, Debtor shall stand possessed of such last day in trust to assign the same to any person acquiring such term.
Appears in 1 contract
Sources: Security Agreement (Braintech Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations each Obligations, including the Performance Guarantee, the Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such the Grantor or in which such the Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accountsthe Collections;
(ii) all Chattel Paperthe Collection Accounts;
(iii) all Documentsthe Lockboxes;
(iv) all Equipmentthe Lockbox Accounts;
(v) all General Intangiblesthe Receivables;
(vi) all Goodsthe Seller Related Security;
(vii) all Instrumentsthe SunGard Financing Related Security;
(viii) all Inventorythe SunGard Funding II Related Security;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiiix) to the extent not otherwise included, all Proceeds proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.;
(b) Subject to Section 3.01(e), each The Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” assets of such the Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail detail, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction Uniform Commercial Code for the filing of any financing statement or amendment, including (A) whether such the Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such GrantorCollateral relates. Each The Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any the Grantor with respect to or arising out of the Article 9Collateral.
Appears in 1 contract
Security Interest. (a) As Each Grantor (x) hereby ratifies, restates and confirms the grant of a security interest in all of its “Article 9 Collateral” (as defined in the Existing Guarantee and Collateral Agreement) made in favor of the Administrative Agent, as collateral agent, for the benefit of the “Secured Parties” (as defined in the Existing Guarantee and Collateral Agreement) pursuant to the Existing Guarantee and Collateral Agreement and (y) as security for the payment or performance, as the case may be, and performance in full of the Secured Obligations each Grantor Obligations, hereby assigns and pledges to the Notes Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accountsaccounts (including accounts receivable and healthcare insurance receivables);
(ii) all Chattel Paperchattel paper (whether tangible or electronic);
(iii) all Documentscash, money and deposit accounts;
(iv) all Equipmentdocuments (including electronic documents);
(v) all goods (including all equipment, fixtures and any accessions thereto);
(vi) all General Intangibles;
(vi) all Goods;
(vii) all Instrumentsinstruments (including promissory notes);
(viii) all Inventoryinventory;
(ix) all Investment Property;
(x) all insurance claims and proceeds;
(xi) all letter-of-credit rights;
(xii) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds proceeds, supporting obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Each Grantor hereby irrevocably authorizes the Notes Collateral Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Administrative Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted to the Administrative Agent, including describing such property as “all assets” or “all property”. Each Grantor agrees to provide such information to the Notes Collateral Administrative Agent promptly upon any reasonable request. For Each Grantor also ratifies its authorization for the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Administrative Agent to make file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office and the United States Copyright Office (or any successor office or any similar office in any other country) such filingdocuments as may be necessary or advisable for the purpose of perfecting, such obligation being that confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of each any Grantor, and naming any Grantor hereunderor the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 99 Collateral.
Appears in 1 contract
Security Interest. (a) 3.1 As security for the prompt and complete payment when due (whether on the payment dates or performance, as the case may be, in full otherwise) of all the Secured Obligations each Grantor hereby assigns and pledges to the Notes Collateral AgentObligations, for the benefit of the Secured Parties, and hereby Borrower grants to the Notes Collateral Agent for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of Borrower’s right, title, and interest in, all right, title or interest in or to any and under all of Borrower’s personal property and other assets including without limitation the following assets and properties (except as set forth herein) whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (other than Intellectual Property); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Goods; and all Accounts;
other tangible and intangible personal property (ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all than Intellectual Property) of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the possession or under the control of Agent; and
(xiii) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all Supporting Obligationsaccessions to, collateral security substitutions and guarantees given by any Person with respect to any replacements for, and rents, profits and products of each of the foregoing; provided thatprovided, notwithstanding anything however, that the Collateral shall include all Accounts and General Intangibles that consist of rights to payment and proceeds from the contrary sale, licensing or disposition of all or any part, or rights in, the Intellectual Property (the “Rights to Payment”). Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral shall automatically, and effective as of the date of this Agreement, (i) this Agreement include the Intellectual Property to the extent and only to the extent necessary to permit perfection of Agent’s security interest in the Rights to Payment.
3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not constitute a grant include (a) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, (b) nonassignable licenses or contracts, which by their terms require the consent of the licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 9406, 9407 and 9408 of the UCC), and (c) any property that the granting of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed therein is contrary to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01applicable law.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 1 contract
Security Interest. (a) As security for To secure the payment or performanceObligations, as the case may be, in full of undersigned hereby ----------------- collaterally assign and transfer unto the Secured Obligations each Grantor hereby assigns and pledges to the Notes Collateral Agent, for the benefit of the Secured Parties, and does hereby grants grant to the Notes Collateral Agent for the benefit of the Secured PartiesCreditors, a continuing security interest of first priority in (subject only to Permitted Liens) all of the “Security Interest”) in, all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which in, to and under any personal property that such Grantor may now has own or at any time in hereafter acquire, including, but not limited to the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):following:
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;Inventory; Annex C to Security Agreement
(iv) all Equipment;
(v) all General IntangiblesInstruments;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(vii) all Documents;
(viii) all Deposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein;
(ix) all Contracts, together with any Contract Rights arising thereunder;
(x) all books and records pertaining to the Article 9 Collateral;Letter of Credit Rights
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementGeneral Intangibles;
(xii) all Intellectual PropertyMarks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Grantor symbolized by the Marks;
(xiii) all Patents and Copyrights, and all reissues, renewals or extensions thereof;
(xiv) all computer programs and any intellectual property rights therein and all other proprietary information of such Grantor, including, but not limited to, Trade Secret Rights,
(xv) all of such Grantor's rights in, to or under, or relating to, any FCC License; provided, however, that the Security Agreement -------- ------- Collateral (as defined below) does not include at any time any FCC License to the extent, but only to the extent, that such Grantor is prohibited at that time from granting a security interest therein pursuant to the Communications Act of 1934, as amended, and the rules, regulations and policies promulgated thereunder, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any FCC License;
(xvi) all insurance policies and supporting obligations with regard to any of the foregoing; and
(xiiixvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and (all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything property subject to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (this Section 2 shall hereinafter be included in the definition of "Security --------- -------- Agreement Collateral"; it being expressly agreed and Holdings shall not be deemed to be Grantor with respect to) any assets acknowledged that -------------------- the security interests of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for extend to all Security Agreement Collateral which the benefit of the Secured Parties undersigned may acquire at any time and from time to time to file, at during the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 continuation of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued Agreement. Annex C to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9Agreement
Appears in 1 contract
Sources: Security Agreement (Nexstar Broadcasting of the Wichita Falls LLC)
Security Interest. To secure the full and timely payment, performance and satisfaction of the Secured Obligations, each Debtor hereby collaterally assigns to Secured Party, and grants Secured Party a security interest in, all of such Debtor’s property, whether now owned or hereafter existing or acquired, regardless of where located including, without limitation, all of such Debtor’s:
(a) As security for the payment or performance, as the case may be, in full of the Secured Obligations each Grantor hereby assigns and pledges to the Notes Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(iib) all Chattel Paper, including Electronic Chattel Paper;
(iiic) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing
(d) Commercial Tort Claims now or hereafter identified on Schedule 2.01(d) to this Agreement;
(e) Deposit Accounts;
(f) Documents;
(ivg) all EquipmentFinancial Assets;
(vh) all General Intangibles;
(vii) Goods (including all Goodsof its Equipment, Fixtures and Inventory), and all embedded software, accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor);
(viij) all Instruments;
(viiik) all InventoryIntellectual Property;
(ixl) all Investment Property;
(xm) all Letter of Credit Rights;
(n) money (of every jurisdiction whatsoever);
(o) Supporting Obligations; ______ _______ DHL PR
(p) with respect to each Person (as hereinafter defined) listed in Schedule 2.01(q) hereto and each other corporation hereafter acquired or formed by such Debtor, the Equity Interests from time to time issued and outstanding, including the certificates, if any, representing the Equity Interests and any interest of such Debtor in the entries on the books and records of the issuer thereof or any financial intermediary pertaining to the Article 9 CollateralEquity Interests, together with all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital or principal, income, interest, profits and other property, interests (debt or equity) or proceeds as a result of a split, revision, reclassification, consolidation, merger or other like change of the Equity Interests or any issuer thereof, from time to time received, receivable or otherwise distributed to such Debtor in respect of or in exchange for any or all of the Equity Interests;
(xiq) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in promissory notes or intercompany notes and all certificates or instruments evidencing such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Propertypromissory notes or intercompany notes; and
(xiii) and to the extent not otherwise includedincluded in the foregoing, all Proceeds and products other personal property of any kind or description, together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, rents, issues, profits and returns of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to from any of the foregoing; provided that, notwithstanding anything that to the contrary in this Agreementextent that the provisions of any lease or license of Computer Hardware and Software or Intellectual Property expressly prohibit (which prohibition is enforceable under applicable law) the assignment thereof, (i) this Agreement shall not constitute a and the grant of a security interest therein, the Secured Party will not enforce its security interest (other than in any Excluded Assets and respect of the term “Article 9 Collateral” shall not include any Excluded Assets and (iiProceeds thereof) this Agreement shall not constitute for so long as such prohibition continues, it being understood that upon request of the Secured Party, such Debtor will in good faith use reasonable efforts to obtain consent for the creation of a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit favor of the Secured Parties at any time Party (and from time to time to file, at the expense Secured Party’s enforcement of such Grantor, security interest) in any relevant jurisdiction any initial financing statements with respect to the Collateral such Debtor's rights under such lease or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantorlicense. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9______ _______ DHL PR
Appears in 1 contract
Sources: Security Agreement (Dinewise, Inc.)
Security Interest. (a) As security for the payment or performanceFor value received, as the case may be, in full of the Secured Obligations each Grantor hereby assigns and pledges to the Notes Collateral Agent, for the benefit of the Secured Parties, and Debtor hereby grants to the Notes Collateral Agent for the benefit of the Secured Parties, Trustee a security interest (the “"Security Interest”') in, in and to all right, title or interest in or to of the following: (i) any and all retail motor vehicle installment sale contracts (the "Contracts") acquired with the funds constituting the Indebtedness or with funds received from the repayment of said Contracts or the following assets Replacement Contracts (the "Replacement Contracts"), which Contracts or Replacement Contracts are originated in connection with the financing of new and properties used automobiles and light-duty trucks (the "Vehicles"), including all rights to receive payments thereunder and security interests in and instruments of title to the Vehicles, whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
acquired; (ii) all Chattel Paper;
funds in the Debtor bank accounts styled Master Collection Account, Master Operating Account and Note Redemption Account; (iii) all Documents;
proceeds of an offering pursuant to the Registration Statement of Debtor filed with the Securities and Exchange Commission (the "Registration Statement"); and (iv) all Equipment;
(v) products thereof and all General Intangibles;
(vi) cash and noncash proceeds of any of the foregoing, in any form, including, without limitation, proceeds of insurance policies from the loss thereof, all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining titles to the Article 9 Collateral;
(xi) Vehicles and all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection assignment of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise includedliens, all Proceeds Contracts, Vehicle Titles, assignments, recourse agreements, other documents and products instruments in the possession of the Debtor, and any documents or instruments in the possession, custody and control of any and Contract Servicer or any independent Custodian (all of the foregoing and all Supporting Obligationshereinafter called the "Collateral"); provided, collateral however, that the security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything interest granted hereunder is subject to the contrary conditions and limitations set forth in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01Registration Statement.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 1 contract
Sources: Security Agreement (Us Automobile Acceptance SNP Iv Inc)
Security Interest. (a) 3.1 As security for the prompt and complete payment when due (whether on the payment dates or performanceotherwise) of all the Secured Obligations, as the case may beand subject to Section 3.3, in full of the Secured Obligations each Grantor hereby assigns and pledges addition to the Notes Collateral Agentprovided under the Swedish Pledge Agreement, for the benefit of the Secured Parties, and hereby Parent grants to the Notes Collateral Agent for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 all of Parent’s right, title, and interest in and to the following personal property whether now owned or hereafter acquired (collectively with the Collateral is accomplished by under the filing of a UCC financing statement;
Swedish Pledge Agreement, the “Collateral”): (xiia) all Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (other than Intellectual Property); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Goods; and all other tangible and intangible personal property of Parent (other than Intellectual Property) whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Parent and wherever located, and any of Parent’s property in the possession or under the control of Agent; and
(xiii) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all Supporting Obligationsaccessions to, collateral security substitutions and guarantees given by any Person with respect to any replacements for, and rents, profits and products of each of the foregoing; provided thatprovided, notwithstanding anything however, that the Collateral shall include all Accounts and General Intangibles that consist of rights to payment and proceeds from the sale, licensing or disposition of all or any part, or rights in, the Intellectual Property (the “Rights to Payment”). Notwithstanding the foregoing, if a court of competent jurisdiction (including a U.S. Bankruptcy Court) shall finally determine that a security interest in the underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral shall automatically, and effective as of the Closing Date, include the Intellectual Property to the contrary extent necessary to permit perfection of Agent’s security interest in this Agreementthe Rights to Payment.
3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include (a) nonassignable licenses or contracts, which by their terms require the consent of the licensor thereof or another party, (ib) this Agreement shall not constitute any leasehold real property interest, license, lease or other contract or agreement or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license, contract or agreement or purchase money arrangement or create a right of termination in favor of any Excluded Assets and other party thereto (but only to the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a extent such prohibition on transfer or grant of a security interest in (is enforceable under applicable law, including, without limitation, Sections 9406, 9407 and Holdings shall not be deemed to be Grantor with respect to) any assets 9408 of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(eUCC), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest any property to the extent that, and for as long as, such grant of a security interest is granted prohibited by any applicable law, rule or regulation, (d) Excluded Accounts, (e) motor vehicles or other assets in which a security interest may be perfected only though compliance with a certificate of title statute, (f) any interest of Borrower as a lessee under an equipment lease or other capital assets constituting purchase money Liens to the extent permitted pursuant hereto if Borrower is prohibited by the terms thereof from granting a security only and interest therein or under which such an assignment or Lien would cause a default to occur thereunder; provided, however, that upon termination or cessation of such prohibition, such interest shall not subject the Notes immediately become Collateral without any action by Borrower, Agent or any other Secured Party toLenders, (g) the Royalty Interest (as defined in the HCR Agreement) and the right to receive Royalty Interest Payments (as defined in the HCR Agreement) or in any way alter or modify(h) subject to the terms and limitations of Section 3.1, any obligation or liability of any Grantor with respect to or arising out of the Article 9Intellectual Property.
Appears in 1 contract
Security Interest. To secure the Secured Indebtedness, Debtors hereby grant to Secured Party a continuing security interest in, a general lien upon, and a right of set-off against all of Debtors’ right, title and interest in the following described Assets, but, only to the extent any of the following described Assets relate, or are attributable, directly or indirectly, to the Debtors’ oil and gas properties described on Exhibit A attached here to and incorporated herein for all purposes:
(a) As security all now existing and hereafter arising or acquired Accounts, Goods, General Intangibles, Payment Intangibles, Deposit Accounts that are subject to the Lockbox Documents and a Deposit Account Control Agreement, among Debtors, Secured Party and the applicable depository bank), Chattel Paper (including, without limitation, Electronic Chattel Paper and Tangible Chattel Paper), Documents, Records, Instruments, advances of credit, money, As-extracted collateral (including As-extracted collateral from any Debtor’s ownership from its oil and gas properties described on Exhibit A attached hereto), Equipment, Inventory, Fixtures and Supporting Obligations, together with all products of and Accessions to any of the foregoing and all Proceeds of any of the foregoing (including without limitation all insurance policies and proceeds thereof);
(b) to the extent, if any, not included in clause (a) above, any Debtor’s now existing or hereafter arising or acquired contracts, agreements, arrangements or understandings (i) for the payment sale, supply, provision or performancedisposition of any Hydrocarbons or other minerals by any Debtor or any one or more of its agents, as the case may berepresentatives, in full of the Secured Obligations each Grantor hereby successors or assigns to any purchaser or acquirer thereof, and pledges all products, replacements and proceeds thereof (including, without limitation, all sales contracts for Hydrocarbons) and (ii) relating to the Notes Collateral Agentmining, drilling or recovery of any mineral or Hydrocarbon reserves for the benefit of the Secured Partiesor on behalf of any Debtor or any one or more of its agents, representatives, successors or permitted assigns (including, without limitation, all contract mining, drilling or recovery agreements and arrangements), and hereby grants all products and Proceeds thereof and payments thereunder, together with all products and Proceeds (including, without limitation, all insurance policies and proceeds) of and any Accessions to the Notes Collateral Agent for the benefit any of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accountsforegoing;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiiic) to the extent not otherwise includedincluded in clause (a) above, all Proceeds Hydrocarbons and other minerals severed or extracted from the ground (specifically including all “As-extracted collateral” of any Debtor and all severed or extracted Hydrocarbons and other minerals severed or extracted from the ground purchased from other parties), and all Accounts, General Intangibles and products and Proceeds thereof or related thereto, regardless of whether any such Hydrocarbons or other minerals are in raw form or processed for sale to the extent that such Debtor had an interest in the Hydrocarbons or other minerals before extraction or severance;
(d) to the extent not included above, each and every other item of personal property and fixtures, including, without limitation, all licenses, contracts and agreements, (including, without limitation, commodity hedge agreements and interest rate hedge agreements), and all collateral for the payment or performance of any contract or agreement, together with all products and Proceeds (including all of the foregoing insurance policies and all Supporting Obligations, collateral security proceeds) and guarantees given by any Person with respect Accessions to any of the foregoing;
(e) all now existing and hereafter arising or acquired business records and information (including, without limitation, seismic, geological and geophysical data and interpretations), including further, without limitation, computer tapes and other storage media containing the same and computer programs and software (including, without limitation, source code, object code and related manuals and documentation and all licenses to use such software) for accessing and manipulating such information; provided that, notwithstanding anything to the contrary in this Agreement, and
(i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect tof) any assets additional property of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and Debtor from time to time delivered to file, at or deposited with Secured Party or its agent as security for the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect Secured Indebtedness or otherwise pursuant to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” terms of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC this Agreement or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunderother ISDA Documents.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 1 contract
Security Interest. (a) As security for the full, prompt and complete payment and performance when due (whether by stated maturity, by acceleration or performanceotherwise) of all indebtedness of Pledgor to Pledgee created under the Note (all such indebtedness being the "Liabilities"), as together with, without limitation, the case may beprompt payment of all expenses, in full including, without limitation, reasonable attorneys' fees and legal expenses, incidental to the collection of the Secured Obligations each Grantor Liabilities and the enforcement or protection of Pledgee's lien in and to the collateral pledged hereunder, Pledgor hereby assigns and pledges to the Notes Collateral Agent, for the benefit of the Secured PartiesPledgee, and hereby grants to the Notes Collateral Agent for the benefit of the Secured Parties, Pledgee a first priority security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 "Collateral”):
"): (ia) fifty four million four hundred two thousand nine hundred eighty-seven (54,402,987) shares of common stock of Pledgee (the "Old Shares") represented by Certificate number C-261 or any certificate representing shares of the Common Stock of IXYS Corporation, a Delaware corporation, into which the Old Shares have been converted (the "Pledged Shares"), and all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books dividends, cash, instruments, and records pertaining other property or proceeds from time to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation time received, receivable, or otherwise distributed in respect of or in exchange for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and or all of the foregoing and Pledged Shares; (b) all Supporting Obligations, collateral security and guarantees given voting trust certificates held by Pledgor evidencing the right to vote any Person with respect Pledged Shares subject to any of the foregoingvoting trust; provided that, notwithstanding anything and (c) all additional shares and voting trust certificates from time to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest time acquired by Pledgor in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and manner (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not which
1. additional shares will be deemed to be Grantor with respect to) any assets part of Holdings other than the Pledged Equity with respect to Shares), and the Issuer certificates representing such additional shares, and all Proceeds thereof owned by it dividends, cash, instruments, and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and other property or proceeds from time to time to filereceived, at the expense receivable, or otherwise distributed in respect of or in exchange for any or all of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantorshares. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9term "
Appears in 1 contract
Sources: Pledge Agreement (Ixys Corp /De/)
Security Interest. (a) As security for To secure the prompt and complete payment or performance, as the case may be, in full and performance of the Secured Obligations 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 or any similar provisions of other Applicable Law), each Grantor hereby assigns and pledges grants (subject to the Notes last paragraph of this Section 2.1) to Collateral Agent, Agent (for the benefit of the Secured Parties) a continuing security interest in, a Lien upon, and a right of set off against, and hereby grants pledges, collaterally transfers and assigns to the Notes Collateral Agent (for the benefit of the Secured Parties, a security interest (the “Security Interest”) inas security, all rightpersonal property of such Grantor, title or interest in or to any and all of the following assets and properties whether now owned or hereafter acquired or existing, and wherever located (together with all other collateral security for the Secured Obligations at any time hereafter granted to or held or acquired by such Grantor or in which such Grantor now has or at any time in under the future may acquire any rightControl of Collateral Agent, title or interest (collectively, the “Article 9 Collateral”):), including:
2.1.1. All personal property and fixture property of every kind and nature including, without limitation, all accounts, chattel paper (i) whether tangible or electronic), goods (including inventory), equipment (and any accessions thereto), software (specifically including, but not limited to, all accounting software), Instruments, investment property, documents, Deposit Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter, Securities Accounts, Commodities Accounts, Custodial Accounts, money, commercial tort claims, letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementcredit rights, supporting obligations, Tax refunds, and General Intangibles (including payment intangibles);
(xii) all Intellectual Property; and
(xiii) 2.1.2. All promissory notes and other Instruments payable to the extent not otherwise includedany Grantor, including, without limitation, all Proceeds inter-company notes from Subsidiaries and products of any those set forth on Schedule 3.8 (“Collateral Notes”) and all Liens under all present and future loan agreements, security agreements, pledge agreements, deeds of the foregoing and all Supporting Obligationstrust, collateral security and guarantees given by any Person with respect to any mortgages, guarantees, or other documents assuring or securing payment of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to or otherwise evidencing the Collateral or any part thereof and amendments thereto that Notes (i) indicate the Article 9 “Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9Note Security”);
Appears in 1 contract
Sources: Pledge, Assignment, and Security Agreement (Allied Capital Corp)
Security Interest. (a) 3.1. As security for the prompt, complete and indefeasible payment when due (whether on the Payment Dates or performance, as the case may be, in full otherwise) of all the Secured Obligations and in order to induce Lender to make the Loan upon the terms and subject to the conditions of this Agreement, the Notes, and the other Loan Documents, each Grantor hereby assigns and pledges to the Notes Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent for the benefit of the Secured Parties, Lender a security interest (the “Security Interest”) in, in and Lien upon all of such Grantor’s right, title or and interest in or in, to any and all under each of the following assets and properties following, whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and wherever located (collectively, the “Article 9 Collateral”):
(ia) all AccountsAll Receivables;
(iib) all Chattel Paper;
(iii) all Documents;
(iv) all All Equipment;
(vc) all All Fixtures;
(d) All General Intangibles;
(vie) all GoodsAll Intellectual Property;
(viif) all Instruments;
(viii) all All Inventory;
(ixg) all All Investment Property;
(xh) all books and records pertaining to the Article 9 CollateralAll Deposit Accounts;
(xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementAll Cash;
(xiij) all Intellectual PropertyAll other Goods and tangible and intangible personal property of such Grantor whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, such Grantor and wherever located; and
(xiiik) to To the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all Supporting Obligationsaccessions to, collateral security substitutions and guarantees given replacements for, and rents, profits and products of each of the foregoing. Notwithstanding the foregoing, in no event shall the term Collateral include (i) any Equipment or accessions, additions or improvements thereto, any replacement thereof or Proceeds thereof to the extent prohibited by the agreement (for as long as the agreement or prohibition is in effect) pursuant to which such Equipment was acquired or financed, (ii) any Person with respect pledges or deposits constituting Permitted Liens to the extent prohibited by the agreement (for as long as the agreement or prohibition is in effect) under which the pledge or deposit is made and (iii) any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant outstanding capital stock of a security interest controlled foreign corporation (as defined in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (iiInternal Revenue Code of 1986, as amended) this Agreement shall not constitute a grant in excess of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit 65% of the Secured Parties at any time and from time to time to file, at the expense voting power of all classes of capital stock of such Grantor, in any relevant jurisdiction any initial financing statements with respect controlled foreign corporation entitled to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereundervote.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 1 contract
Sources: Senior Loan and Security Agreement (Occam Networks Inc/De)
Security Interest. (a) As security for To secure the payment or performance, as the case may be, in full timely repayment of the principal of, and interest on, the Advances, and all other Obligations of the Borrower to any Secured Obligations each Grantor Party, including, without limitation, the Aggregate Participation Interest, and the prompt performance when due of all covenants of the Borrower hereunder and under any other Transaction Document, whether now or hereafter existing or arising, due or to become due, direct or indirect, the Borrower hereby assigns pledges and pledges grants to the Notes Collateral Administrative Agent, for the benefit of the Secured Parties, a continuing, first priority security interest in, and hereby grants to the Notes Collateral Agent for the benefit assignment of, all of the Secured PartiesBorrower’s rights, a security interest (the “Security Interest”) titles and interests in, to and under all of the following, whether now or hereafter owned, existing or arising: all assets of the Borrower, including but not limited to all right, title and interest of the Borrower in the Pledged Policies (unless and until such Policies are abandoned or sold as provided by Section 2.7 of this Loan Agreement) and proceeds thereof; all accounts receivable, notes receivable, claims receivable and related proceeds including but not limited to, cash, loans, securities, accounts; contract rights; the contracts with the Custodian and/or the Securities Intermediary; the Collection Account, the Payment Account, the Escrow Account, the Policy Account and any other account of the Borrower (excluding only the Borrower Account); reserve accounts; escrow agreements and related books and records; the rights under any purchase agreements relating to such Policies; all data, documents and instruments contained in the Collateral Packages; and such other assets, tangible or intangible, real or personal, as reasonably may be required by the Administrative Agent to fully secure any Advances contemplated herein. All of the rights and assets described in the previous sentence are herein referred to collectively as “Collateral”; provided, however, that this definition of “Collateral” does not limit any other collateral that may be pledged to secure the Advances under any other Transaction Document.
(b) The Borrower shall file such financing statements, and execute and deliver such agreements, certificates and documents, and take such other actions, as the Administrative Agent requests in order to perfect, evidence or protect the security interest granted pursuant to Section 2.6(a), including without limitation delivering a collateral assignment in respect of each Pledged Policy subject to this Loan Agreement, naming the Administrative Agent, on behalf of the Lenders, as the collateral assignee, filed with, and acknowledged to have been filed by, the applicable Issuing Insurance Company; provided, that the foregoing collateral assignment shall not apply to the portion of the face amount that is retained by a third party under any Retained Death Benefit Policy. On or prior to each Advance Date (other than the Advance Date for the Initial Advance), the Borrower shall deliver or cause to be delivered completed but unsigned Change Forms for the Subject Policies to the Securities Intermediary. Within two (2) Business Days of the making of the Initial Advance Date, the Borrower shall deliver or cause to be delivered completed but unsigned Change Forms for the Subject Policies to the Securities Intermediary. The Borrower shall cause the Securities Intermediary to execute all such Change Forms in blank to be held by the Securities Intermediary. If an Issuing Insurance Company updates its Change Forms, at the request of the Administrative Agent, the Borrower shall deliver or cause to be delivered completed but unsigned updated Change Forms for the related Pledged Policies within five (5) Business Days of such request. The Borrower shall cause the Securities Intermediary to execute such Change Forms in blank to be held by the Securities Intermediary. The Borrower grants to the Administrative Agent, as its irrevocable attorney-in-fact and otherwise, the right, in the Administrative Agent’s sole discretion following acceleration or maturity of the Obligations of the Borrower under this Loan Agreement, to complete or direct the Securities Intermediary to complete and send any and all Change Forms previously delivered to it by or on behalf of the following assets and properties now owned Borrower or at otherwise obtained by the Administrative Agent, to the applicable Issuing Insurance Companies. The Borrower hereby acknowledges that the foregoing grant has been coupled with an interest. The Borrower hereby authorizes the Administrative Agent to file such financing statements as the Administrative Agent determines are necessary or advisable to perfect such security interest without the signature of the Borrower, provided however, notwithstanding any time hereafter acquired by such Grantor or in which such Grantor now has or at other provision of any time in the future may acquire any right, title or interest (collectivelyTransaction Document, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books Administrative Agent shall have no duty or obligation to file such financing statements, continuation statements or amendments thereto; and records pertaining provided, further, that if the Administrative Agent notifies the Borrower in writing that it intends to file any financing statements, continuation statements or amendments thereto but fails to do so, and does not in connection therewith timely instruct the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only Borrower to file such item or items, then the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement Borrower shall not constitute a grant of a security interest in any Excluded Assets be and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor in breach of any representation or warranty concerning the perfection of related or affected security interests if such breach is a direct result of the Administrative Agent’s failure to file such item or items and such filing would have perfected such security interests. The Borrower hereby appoints the Administrative Agent as the Borrower’s irrevocable attorney-in-fact, with full power and authority to take any other action to sign or endorse the Borrower’s name on any Collateral, and to enforce or collect any of the Collateral following acceleration of the obligations of the Borrower under this Loan Agreement in relation to an uncured Event of Default. The Borrower hereby acknowledges that the foregoing appointments of the Administrative Agent as the Borrower’s irrevocable attorney-in-fact has been coupled with an interest. The Borrower hereby ratifies and approves all acts of such attorney undertaken or performed consistent with the foregoing and all Applicable Law, and agrees that the Administrative Agent will not be liable for any act or omission with respect to) any assets of Holdings other than Pledged Equity with respect thereto, except to the Issuer extent that such act or omission constitutes gross negligence, fraud or willful misconduct on the part of the Administrative Agent. Subject to the provisions of the UCC and all Proceeds the rights of any purchaser (including any Lender) of the Collateral in connection with the Lenders’ exercise of remedies, none of the foregoing provisions and undertakings constitute or shall be deemed to constitute waiver by the Borrower of its rights, title and interest in or to any such Collateral or the proceeds thereof owned that are in excess of its payment obligations hereunder and under the Lender Notes.
(c) Upon the abandonment of a Pledged Policy or upon the receipt by it and pledged the Lenders of the portion of the related sale proceeds to which the Lenders are entitled in accordance with terms of this Loan Agreement after the sale of a Pledged Policy, in each case, pursuant to Section 2.01.
(b) Subject to Section 3.01(e)2.7, each Grantor hereby irrevocably authorizes the Notes Collateral security interest of the Administrative Agent in such Pledged Policy for the benefit of the Secured Parties at any time shall be released. Upon the repayment of all of the Borrower’s Advances then outstanding and from time to time all other Obligations (including, without limitation, the Aggregate Participation Interest) and termination of all Commitments and this Loan Agreement, the security interest of the Administrative Agent in the Collateral for the benefit of the Secured Parties shall be released. The Administrative Agent agrees to file, at promptly upon request, such partial releases or assignments, as applicable, request the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect Securities Intermediary to deliver to the Collateral or any part thereof Borrower all related Change Forms delivered to it in blank by the Borrower pursuant to Section 2.6(b), and amendments thereto that (i) indicate to take such other actions as the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued Borrower shall reasonably request in order to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make evidence any such filing, such obligation being that of each Grantor hereunderrelease.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 1 contract
Sources: Loan and Security Agreement (Imperial Holdings, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations each Obligations, the Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in), in all of the Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such the Grantor or in which such the Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel PaperDeposit Accounts;
(iii) all Documents;
(iv) all EquipmentGeneral Intangibles;
(v) all General Intangiblesthe Collection Account;
(vi) all Goodsthe Debt Service Account;
(vii) all InstrumentsMedia Revenues;
(viii) all Inventorythe Grantor’s rights in respect of Local Media Contracts;
(ix) all Investment PropertyMembership Rights;
(x) all Expansion Revenues;
(xi) all Ticket Rights;
(xii) all Employee Contracts;
(xiii) all Instruments;
(xiv) all Investment Property that shall arise from any investment from time to time in the Debt Service Account;
(xv) all money market deposit accounts maintained with the Collateral Agent for the purpose of investing amounts deposited in the Collection Account and the Debt Service Account;
(xvi) all books and records pertaining to any of the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Propertyforegoing; and
(xiiixvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given to the Grantor by any Person with respect to any of the foregoing; provided in each case, except that the Article 9 Collateral shall not include (w) any Investment Property other than Investment Property pursuant to clause (xiv) above, (x) any property or assets to the extent such item (other than any item constituting Core Collateral) has been assigned, pledged or otherwise transferred by the Grantor to any Person (other than the Secured Parties) in a transaction that is not prohibited by the Credit Agreement or any other Loan Document, (y) any Commingled Assets, and (z) any United States “intent to use” trademark application or intent-to-use service ▇▇▇▇ application filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act solely to the extent, if any, that, notwithstanding anything to and solely during the contrary period, if any, in this Agreementwhich, (i) this the grant of a security interest therein would impair the validity of, or render void or voidable or result in the cancellation of the Grantor’s right, title or interest therein or any Trademark issued as a result of such application under applicable federal law, or any Trademark or other rights therein or thereto if the grant of a lien on or security interest in such Trademark would result in the cancellation or voiding of such Trademark or such rights. This Agreement shall not constitute a grant of a security interest in any Excluded Assets property or assets to the extent that, and for so long as, such grant of a security interest is prohibited by any requirement of law, rule or regulation, requires a consent not obtained of any Governmental Authority pursuant to any such law, rule or regulation, is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or assets or, in the case of Equity Interests in any Person that is not a Subsidiary of the Borrower, to the extent, and for so long as, such grant requires, pursuant to the constituent documents of such Person or any related joint venture, shareholder or similar agreement binding on any shareholder, partner or member of such Person, the consent of any governing body of or Persons (other than of the Borrower or any of its Affiliates) holding Equity Interests in such Person and such consent shall not have been obtained, except in each case to the extent that such requirement of law, rule or regulation or the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings such contract, license, agreement, instrument or other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01document or constituent documents, shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law, rule or regulation.
(b) Subject to Section 3.01(e), each The Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction in the United States any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such the Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such the Grantor. Each The Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes The Collateral Agent is further authorized to make file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in the United States) such filingdocuments as may be necessary for the purpose of perfecting, such obligation being that confirming, continuing, enforcing or protecting the Security Interest granted by the Grantor, without the signature of each the Grantor, and naming the Grantor hereunderas debtor and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any the Grantor with respect to or arising out of the Article 99 Collateral.
Appears in 1 contract
Security Interest. Subject to the prior collateral assignment and pledge of the Collateral to the Lenders pursuant to the Securities Purchase Agreement and the rights of the Lenders pursuant to the Subordination, (a) As as security for the payment or performance, as the case may be, in full of the Secured Obligations Obligations, each Grantor hereby assigns and pledges to the Notes Collateral AgentNotemachine, for the benefit of the Secured Partiesits successors and assigns, and hereby grants to the Notes Collateral Agent for the benefit of the Secured PartiesNotemachine, its successors and assigns, a security interest (the “Security Interest”) in), in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Pledged Securities;
(ii) all Accounts;
(iiiii) all Chattel Paper;
(iiiiv) all cash and Deposit Accounts;
(v) all Documents;
(ivvi) all Equipment;
(vvii) all Fixtures;
(viii) all General Intangibles;
(vi) all Goods;
(viiix) all Instruments;
(viiix) all Inventory;
(ixxi) all Investment Property;
(xxii) all Letter-of-Credit Rights;
(xiii) all Commercial Tort Claims;
(xiv) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiiixv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided thatprovided, notwithstanding anything however, that the Collateral shall not include, and in no event shall the security interest granted under this Section 4.01 attach to (A) any lease, license, contract, property rights or agreement to which any Grantor is a party (or to any of its rights or interests thereunder) if the grant of such security interest would constitute or result in either (x) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (y) in a breach or termination pursuant to the contrary terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in this Agreementeach case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (iB) this Agreement shall not constitute a grant any Grantor’s directors and officers liability insurance policies, or (C) any application for registration of a trademark filed with the United States Patent and Trademark Office on an intent-to-use basis until such time (if any) as a statement of use or amendment to allege use is filed, at which time such trademark shall automatically become part of the Collateral and subject to the security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01pledged.
(b) Subject to Section 3.01(e)the Subordination, each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties Notemachine at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail effect, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGrantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Collateral relates. Each Grantor agrees to provide such information to the Notes Collateral Agent Notemachine promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) After the termination of the Securities Purchase Agreement and Subordination, the Borrower shall deliver to deliver any Collateral consisting of Pledged Securities to Notemachine, together with stock powers executed in blank, and such Collateral shall be held by Notemachine until the full payment of all amounts due to Lender under the Settlement Agreement or the termination or expiration of this Agreement.
(d) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party Notemachine to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9Collateral.
Appears in 1 contract
Security Interest. (a) As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of its Obligations and the Secured Obligations of each Grantor Covered BSC Entity, each Pledgor hereby assigns and pledges to the Notes Collateral Agent, for the benefit JPM and its successors and permitted assigns (on its own behalf and as agent on behalf of the Secured Parties, and hereby grants to the Notes Collateral Agent for the benefit of the Secured Parties, each other JPM Party) a security interest (the “"Security Interest”") in, in all right, title and interest in, to or interest in or to under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 "Collateral”"):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all cash, cash equivalents and Deposit Accounts, now or hereafter existing, and all balances in any such Deposit Accounts;
(iv) any claim of any kind or nature of any Pledgor against any JPM Party;
(v) all Documents;
(ivvi) all Equipment;
(vvii) all General Intangibles, including rights in respect of Financial Contracts, Lease Rights, personal property leases and other contractual entitlements;
(vi) all Goods;
(viiviii) all Instruments;
(viiiix) all Inventory;
(ixx) all Investment Property and, to the extent not otherwise constituting Investment Property, all Equity Interests, Pledged Debt Obligations, securities (whether certificated or uncertificated), security entitlements, securities accounts (and the contents thereof), commodity contracts and commodity accounts, money, certificates of deposit, commercial paper, instruments, financial assets, credits, claims, demands and precious metals (to the extent applicable, as the foregoing terms are used and defined in the New York UCC), in each case whether held by or through any JPM Party, The Depository Trust Company, any other securities intermediary, the Fed, any other Federal Reserve Bank or otherwise and in each case including any certificates or other documents evidencing the same and, subject to Article III, all rights and privileges of such Pledgor with respect to the same;
(xi) all Letter of Credit Rights;
(xii) all Commercial Tort Claims;
(xiii) all Intellectual Property;
(xxiv) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xv) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiiixvi) to the extent not otherwise included, and subject to Article III, all Proceeds proceeds, products, accessions, substitutions, supporting obligations and products of any and all of the foregoing (including interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of any of the foregoing) or of any other property of the Pledgors and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding including all shares, securities, moneys or property representing a dividend on any of the foregoing, or representing a distribution or return of capital upon or in respect of any of the foregoing or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders or otherwise in respect thereof. Notwithstanding the foregoing or anything to the contrary in this Agreement,
(A) to the extent that the creation of the Security Interest on any specified portion of the Collateral (the "Restricted Collateral") to secure any specified portion of the Obligations (the "Restricted Obligations") would give rise to (x) an obligation or obligations under any contracts, agreements or instruments binding on any Pledgor or its property to provide an equal and ratable (or other) lien on the Restricted Collateral to secure liabilities of any Pledgor or Pledgors in an aggregate amount that is material to BSC and its Affiliates taken as a whole or (y) a default, event of default or similar condition however denominated that (with or without the lapse of time, the giving of notice or both) would permit (1) the holder of any indebtedness (or commitment to provide indebtedness) for borrowed money in an amount material to the applicable Pledgor to accelerate the maturity (or terminate the commitment to provide) thereof, or (2) the holder of any indebtedness for borrowed money to accelerate the maturity thereof if the effect of such acceleration would, in turn, be to permit the holder of any other indebtedness or counterparty(ies) to any Financial Contract(s) in an aggregate amount material to any of BSC or its Subsidiaries party to any affected Financial Contract to accelerate or terminate such indebtedness or Financial Contract(s), then, in any such case under (x) or (y), the Security Interest with respect to such Restricted Collateral shall not secure such Restricted Obligations to such extent (and shall secure such Restricted Obligations upon the removal or termination of the applicable agreement or condition under (x) or (y)). Without limitation of the generality of the foregoing, (iaa) the Security Interest on any shares of Voting Stock of any Restricted Subsidiary (as such terms are defined, respectively, in the Indenture and the Note Issuance Agreement) shall not secure Obligations consisting of indebtedness for borrowed money until indebtedness outstanding under the Indenture and Note Issuance Agreement shall be repaid or defeased in full, and (bb) the Security Interest shall not extend to Equity Interests if a lien thereon would violate Ownership Limitations for so long as the applicable agreement is in effect; and
(B) subject to the provisos of this paragraph, this Agreement shall not constitute a grant of a security interest in in:
(i) any Excluded Assets and Letter of Credit Rights to the term “Article 9 Collateral” shall not include extent any Excluded Assets and Pledgor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose;
(ii) this Agreement shall not constitute any property of any kind or nature the granting of a grant of security interest in which would constitute a breach of any law, rule or regulation of any Governmental Authority (including Equity Interests in Regulated Entities to the extent a pledge of such Equity Interests is so restricted);
(iii) any Deposit Account, Investment Property or other asset or property constituting (x) a segregated account maintained pursuant to Section 4d of the Commodity Exchange Act and Holdings Regulation 1.20 thereunder, (y) an account maintained by the Pledgor pursuant to Rule 15c3-3 under the Securities Exchange Act of 1934 (the "Exchange Act") as a "Special Reserve Account for the Exclusive Benefit of Customers" and (z) any account in which JPM has waived, or in the future shall not waive, in writing its lien in accordance with the foregoing acts and regulations or otherwise in respect of customer securities of any of the Covered BSC Entities,
(iv) any Financial Contract, assets securing the obligations under a Financial Contract, or right therein to the extent that the pledge thereof would violate or otherwise give rise to an event of default under the applicable Financial Contract entitling the counterparty to the applicable Pledgor to terminate or close out (other than to the extent that any such right would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law (including, without limitation, Title 11 of the United States Code) or principles of equity) such Financial Contract on account of the existence (without enforcement) of the Security Interest;
(v) any Pledgor's right, title or interest in any license, contract or agreement other than a Financial Contract to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement, (i) result in a breach of the terms of, or constitute a default under, such license, contract or agreement that, in either case, would give rise to a loss or liability that would entirely offset the value of such license, contract or agreement, or (ii) result in the abandonment, invalidation or unenforceability of, such license, contract or agreement to which such Pledgor is a party (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 New York UCC or any other applicable law (including, without limitation, Title 11 of the United States Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Pledgor shall be deemed to be Grantor with respect tohave granted a security interest in, all such rights and interests as if such provision had never been in effect;
(vi) any assets Equity Interest or other interest in Gregory/Madison Avenue LLC or its manager, Gregory/Madison ▇▇▇▇▇▇ Inc., or any asset of Holdings any type or na▇▇▇▇ ▇▇ Gregory/Madison Avenue LLC or Gregory/Madison Avenue Inc.;
(vii) ▇▇▇ ▇▇ase Right to the extent ▇▇▇▇ ▇uch grant is not permitted under the terms of the relevant Lease and violates or causes a default thereunder, in either case that would entirely offset the value of such Lease Right;
(viii) any asset that constitutes Margin Stock to the extent that the granting of the Security Interest therein would violate or be inconsistent with the provisions of Regulations T, U and X;
(ix) to the extent applicable law requires that a Subsidiary of any Pledgor issue directors' qualifying shares, such shares or nominee or other than Pledged Equity similar shares; or
(x) any asset set forth on Schedule 7.19; provided, that any such asset shall immediately, without further act or deed, become subject to the Security Interest upon termination or lapse of the agreement or condition set forth above with respect to such asset; and provided, further that JPM shall in any event, except to the Issuer extent that the granting thereof would independently violate any of (i) through (vii) above, have and all Proceeds thereof owned by it and pledged retain a lien in the proceeds of any such asset. With respect to any asset excluded from the Security Interest pursuant to Section 2.01.
subsections (bi) Subject - (x) above, any lien purported to Section 3.01(e)be granted hereunder in any such asset shall immediately and automatically, each Grantor with no further act or deed become null and void ab initio. Each Pledgor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties JPM at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Grantor Pledgor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorPledgor, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Collateral relates and (iii) a description of collateral that describes such property in any other manner as JPM may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Collateral granted under this Agreement, including describing such property as "all assets" or "all property". Each Grantor Pledgor agrees to provide such information to the Notes Collateral Agent JPM promptly upon any reasonable request. For JPM is further authorized to file with the avoidance United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be reasonably necessary or advisable for the purpose of doubtperfecting, such authorization shall not impose any duty confirming, continuing, enforcing or obligation on protecting the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted by each Pledgor, without the signature of such Pledgor, and naming such Pledgor or the Pledgors as security only debtors and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9JPM as secured party.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Bear Stearns Companies Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations Guaranteed Obligations, each Grantor Guarantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in, in all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Guarantor or in which such Grantor Guarantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documentscash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vvi) all Fixtures;
(vii) all General Intangibles;
(vi) all Goods;
(viiviii) all Instruments;
(viiiix) all Inventory;
(ixx) all Investment Property;
(xxi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims;
(xiii) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiiixiv) to the extent not otherwise included, all Proceeds proceeds, supporting Obligations and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that, notwithstanding . Notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest (other than the grant of security interest in any Excluded Assets the Pledged Stock pursuant to Section 3.01) in, and the term “Article 9 Collateral” shall not include include, (a) any Excluded Assets and Equity Interests of any Person (iiexcept for Equity Interests of any Material Subsidiary listed on Schedule VI hereto as such schedule may be updated from time to time, that can be perfected upon the filing of a financing statement), (b) this Agreement shall not constitute a grant any Material Pledged Debt Securities or any debt securities that may be pledged pursuant to any foreign pledge agreement under the terms of security interest in the Credit Agreement, (and Holdings shall not be deemed to be Grantor with respect toc) any assets of Holdings any Subsidiary to the extent that, as of the Closing Date, and for so long as, a pledge of such assets would violate a contractual obligation binding on such assets or such Subsidiary, (d) any assets of any Subsidiary acquired after the Closing Date in accordance with the Credit Agreement if, and to the extent that, and for so long as (1) pledging such assets would violate applicable law or a contractual obligation binding on such assets or such Subsidiary and (2) such law or obligation existed at the time of the acquisition thereof or (e) 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 the reasonable request of the Collateral Agent, Borrower shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (c) and (d) above, other than Pledged Equity with respect those set forth in a joint venture agreement to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01which Holdings or any Subsidiary is a party.
(b) Subject to Section 3.01(e), each Grantor Each Guarantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements (including fixture filings), continuation statements, or other filings and recordings, with respect to the Article 9 Collateral and any other collateral pledged hereunder or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, or such other information as may be required under applicable law including (i) whether such Grantor Guarantor is an organization, the type of organization and, if required, and any organizational identification number issued to such GrantorGuarantor, (ii) in the case of Fixtures, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral or other collateral granted under this Agreement, including describing such property as “all assets” or “all property”. Each Grantor Guarantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes The Collateral Agent is further authorized to make file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such filingdocuments as may be necessary or advisable for the purpose of perfecting, such obligation being that confirming, continuing, enforcing or protecting the Security Interest granted by each Guarantor, without the signature of each Grantor hereunderany Guarantor, and naming any Guarantor or the Guarantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Guarantor with respect to or arising out of the Article 99 Collateral.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Chart Industries Inc)
Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement, the RFA Notes or any other Transaction Document, including the punctual payment or performancewhen due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, as the case may be, in full Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Obligations each Grantor hereby assigns Parties, a continuing security interest in all of the Borrower’s right, title and pledges interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) without duplication of the foregoing, all of its accounts, general intangibles (including payment intangibles), deposit accounts, investment property, financial assets, instruments, chattel paper and letter-of-credit rights, (vii) all supporting obligations relating to the Notes Collateral Agentforegoing and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing.
(b) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and hereby grants in addition to all the other rights and remedies available to the Notes Collateral Administrative Agent (for the benefit of the Secured Parties, a security interest (the “Security Interest”) in), all right, title or interest in or to any the rights and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection remedies of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of secured party under any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(e), each Grantor applicable UCC. The Borrower hereby irrevocably authorizes the Notes Collateral Administrative Agent (for the benefit of the Secured Parties at any time and from time Parties) to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial file financing statements with respect in each jurisdiction the Administrative Agent deems necessary and appropriate to perfect its security interest in the Collateral or any part thereof and amendments thereto that (i) indicate Collateral, describing the Article 9 Collateral collateral covered thereby as “all of the debtor’s personal property or assets” or “all personal property” of words to that effect, notwithstanding that such Grantor or words of similar effect or as being of an equal or lesser wording may be broader in scope or with greater detail and (ii) contain than the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereundercollateral described in this Agreement.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 1 contract
Security Interest. (a) As security Although the parties intend (other than for the payment or performance, as the case may beU.S. federal tax purposes) that all Transactions hereunder be sales and purchases and not loans, in full of the Secured Obligations event any such Transactions are deemed to be loans, and in any event, each Grantor Seller hereby assigns and pledges to the Notes Collateral Administrative Agent, for the benefit of the Secured Parties, Administrative Agent and Buyers as security for the performance by such Seller of its Obligations and hereby grants grants, assigns and pledges to the Notes Collateral Agent Administrative Agent, for the benefit of the Secured PartiesBuyers, a fully perfected first priority security interest (the “Security Interest”) in, in all of such Seller’s right, title or and interest in or in, to any and under all of the following assets its personal property and properties other assets, whether now owned or at any time hereafter acquired by such Grantor acquired, now existing or in which such Grantor now has or at any time in the future may acquire any right, title or interest hereafter created and wherever located (collectively, the “Article 9 CollateralPrimary Repurchase Assets”):), including the following:
(i) all Accountsthe Note identified on the Asset Schedule;
(ii) all Chattel Paperrights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule;
(iii) all Documentsrecords, instruments or other documentation evidencing any of the foregoing;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books “general intangibles”, “accounts”, “chattel paper”, “contracts”, “documents”, “goods”, “instruments”, “ deposit accounts”, “letter of credit rights”, “equipment”, “securities accounts”, “investment property”, “deposit accounts” and records pertaining to “money”, in each case as defined in the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only Uniform Commercial Code, including to the extent relating to or constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing (including all of each Seller’s rights, title and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and under the Base Indenture and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Subject to Section 3.01(eSeries 2024-VF1 Indenture Supplement), each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization ; and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 1 contract
Sources: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations Canadian Obligations, including the Canadian Guaranty, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or interest in or to any and all present and after acquired personal property of such Grantor, which includes, without limitation, all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 PPSA Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all DocumentsCash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vvi) all General Intangibles;
(vivii) all Goods;
(viiviii) all Instruments;
(viiiix) all Inventory;
(ixx) all Investment Property;
(xxi) all books and records pertaining to the Article 9 PPSA Collateral;
(xixii) all Fixtures;
(xiii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementRights;
(xiixiv) all Intellectual Property; and,
(xiiixv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 PPSA Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01Assets.
(b) The Security Interest with respect to Trademarks constitutes a security interest in, and a charge, hypothecation and pledge of, such PPSA Collateral in favour of the Collateral Agent for the benefit of the Secured Parties, but does not constitute an assignment or mortgage of such PPSA Collateral to the Collateral Agent or any Secured Party.
(c) Each Grantor agrees that, in the event any Grantor, pursuant to any Pari Cash Flow Debt Document (as defined in the ABL Intercreditor Agreement), takes any action to grant or perfect a Lien in favor of any Pari Cash Flow Debt Agent (as defined in the ABL Intercreditor Agreement) in any assets, such Grantor shall also take such action to grant or perfect a Lien (subject to the ABL Intercreditor Agreement) in favor of the Collateral Agent to secure the Canadian Obligations without request of the Collateral Agent, including with respect to any property and real property in which any Pari Cash Flow Debt Agent directs a Grantor to grant or perfect a Lien or take such other action under any Pari Cash Flow Debt Document.
(d) Subject to Section 3.01(e)3.01(0, each Grantor hereby irrevocably authorizes the Notes Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements or financing change statements with respect to the PPSA Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 PPSA Collateral as “all assets” or “all present and after acquired personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by the PPSA, Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement, financing change statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunder.
(ce) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9PPSA Collateral.
(f) The Collateral Agent is authorized to file with the USPTO, the USCO or CIPO (or any successor office) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Intellectual Property of each Grantor in which a security interest has been granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantor as debtors and the Collateral Agent as secured party. No Grantor shall be required to complete any filings or other action with respect to the perfection of the Security Interests created hereby in any Intellectual Property subsisting in any jurisdiction outside of the United States or Canada.
(g) Notwithstanding anything to the contrary in the Loan Documents, none of the Grantors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Security Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (B) filings in United States government offices with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (C) filings pursuant to the PPSA in the registry of the relevant provinces(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Properties, (D) filings in CIPO with respect to Intellectual Property of the Grantors as expressly required elsewhere herein, (E) delivery to the Collateral Agent or the Controlling Cash Flow Debt Agent, as applicable, to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein or (F) other methods expressly provided herein, (ii) to enter into any deposit account control agreement, securities account control agreement or any other control agreement with respect to any deposit account, securities account or any other Collateral that requires perfection by “control,” other than as required by Section 6.18 of the Credit Agreement or Section 3.03(h) hereof and other than with respect to uncertificated securities to the extent provided in Section 2.04, (iii) to take any action (other than the actions listed in clauses (iXA) through (E) above) with respect to any assets located outside of the United States or Canada, (iv) to perfect in any assets subject to a certificate of title statute or (v) to deliver any Equity Interests except as expressly provided in Section 2.01 or Section 2.04.
Appears in 1 contract
Security Interest. (a) As security for the payment or performanceperformance by the Guarantor of all the terms, as covenants and agreements on the case may be, in full part of the Secured Obligations each Grantor Guarantor to be performed under this Guarantee and any other Note Document, including all Guaranteed Obligations, the Guarantor hereby assigns and pledges grants to the Notes Collateral AgentAgent for its benefit and the ratable benefit of the other Secured Parties, a continuing security interest in, all of the Guarantor’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Guarantor Collateral”): (i) all electronic scooter vehicles, (ii) all other personal and fixture property or assets of the Guarantor of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC), and (iii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Collateral Agent (for the benefit of the Secured Parties) shall have, with respect to all the Guarantor Collateral, and hereby grants in addition to all the other rights and remedies available to the Notes Collateral Agent (for the benefit of the Secured Parties, a security interest (the “Security Interest”) in), all right, title or interest in or the rights and remedies of a secured party under any applicable UCC. The Guarantor hereby authorizes the Collateral Agent (at the direction of the Required Purchasers) to any and file financing statements describing the collateral covered thereby as “all of the following assets debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Guarantee. Notwithstanding the foregoing, the Guarantor Collateral shall not include, and properties now owned no lien shall attach to, and no representation, warranty, or at any time hereafter acquired by such Grantor covenant contained herein or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectivelyother Note Document shall apply to, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest Guarantor’s deposit account maintained with Silicon Valley Bank with account number ending in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01x3275.
(b) Subject to Section 3.01(e), each Grantor hereby irrevocably The Guarantor authorizes the Notes Collateral Agent for (at the benefit direction of the Secured Parties at any time and from time Required Purchasers) to time to fileperfect the Collateral Agent’s security interest in the Guarantor Collateral by filing or authorizing the filing of, at the expense of such Grantorthe Guarantor, in any relevant jurisdiction any initial UCC-1 financing statements with respect to (including fixture filings) naming the Collateral Agent as secured party and describing the Guarantor Collateral in a manner that the Required Purchasrs reasonably determine is necessary or any part thereof and amendments thereto that (i) indicate advisable to perfect the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor security interest granted hereunder.
(c) The Security Interest is granted as security only and shall not subject At any time or from time to time upon the Notes request of the Collateral Agent (at the direction of the Required Purchasers), the Guarantor will, at its expense, promptly execute, acknowledge, and deliver such further documents and do such other acts and things as the Required Purchasers reasonably determine is necessary or any advisable to perfect the security interest granted hereunder.
(d) Upon the Obligations becoming immediately due and payable, the Collateral Agent and the other Secured Party Parties shall have, in addition to the rights and remedies which they may have under this Guarantee and the other Note Documents, all other rights and remedies provided after default under the UCC and under other Applicable Law, which rights and remedies shall be cumulative. Any proceeds from liquidation of the Guarantor Collateral shall be applied pursuant to the Intercreditor Agreement.
(e) Upon payment or conversion in full of the Obligations (other than inchoate indemnity obligations), the Guarantor Collateral shall be automatically released from the lien created hereby, and this Guarantee and all obligations (other than those expressly stated to survive such termination) of the Guarantor shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Guarantor Collateral shall revert to the Guarantor Upon any sale or other transfer of any Guarantor Collateral in a transaction permitted under and in accordance with the terms of the Note Purchase Agreement, or upon the effectiveness of any written consent of the Collateral Agent to the release of the Liens granted hereby on any Guarantor Collateral, the Collateral Agent’s Lien on such Guarantor Collateral shall be automatically released, and all rights therein shall revert to the Guarantor. Promptly following written request therefor by the Guarantor delivered to the Collateral Agent following any such termination or release, and at the expense of the Guarantor, the Collateral Agent shall execute and deliver to, and authorize the filing by, the Guarantor all financing statement amendments or termination statements and such other documents as the Guarantor shall reasonably request to evidence such termination or release and the Collateral Agent shall promptly deliver to the Guarantor all applicable Guarantor Collateral in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9its possession.
Appears in 1 contract
Sources: Guarantee (Bird Global, Inc.)
Security Interest. For valuable consideration, and to secure the due payment and performance of all principal of, premium, if any, and interest on the Tranche A Notes and the Tranche B Loans, Premium, Makewhole, and Breakage Costs, if any, and all indebtedness and other liabilities and obligations, whether now existing or hereafter arising (aincluding any obligations to indemnify, reimburse or pay costs and/or expenses) As security for of Lessor to Indenture Trustee, any Secured Party, Administrative Agent or Collateral Agent arising out of or in any way connected with the payment or performanceOperative Documents and all instruments, as agreements and documents executed, issued and delivered pursuant thereto (collectively, the case may be"Secured Obligations"), in full of the Secured Obligations each Grantor Lessor hereby assigns assigns, conveys, mortgages, pledges, hypothecates, transfers and pledges sets over to the Notes Collateral Agent, and grants to Collateral Agent, for the benefit of the Secured Parties, a first Lien on and hereby grants security interest in the rights, title and interest of Lessor now held or hereafter acquired in and to the Notes Collateral Agent following, except for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or interest in or to any Excepted Payments and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest Excepted Rights with respect thereto (collectively, along with all other rights, titles and interest pledged by Lessor to Collateral Agent pursuant to any Security Supplements, the “Article 9 "Lessor Collateral”"):
(a) the Items of Equipment;
(b) all Subleases pertaining to the Items of Equipment;
(c) any Bill of Sale and all warranties (including, without limitati▇▇, warranties of title, merchantability, fitness for a particular purpose, quality and freedom from defects) and rights of recourse against manufacturers, assemblers, sellers and others in connection with the Items of Equipment;
(d) the Security Documents, all Accrued Interest Premium, all Tranche A Premium and all Lease Payments and Supplemental Payments payable under this Agreement and the Lease Agreement and all other sums payable thereunder;
(e) all accounts, contract rights, general intangibles and all other property rights of any nature whatsoever arising out of or in connection with this Agreement, the Lease Agreement or the Items of Equipment, including, without limitation, Lease Payments, Supplemental Payments and Lessee Collateral and any other payments due and to become due under this Agreement, the Lease Agreement and the Subleases whether as repayments, reimbursements, contractual obligations, indemnities, damages or otherwise;
(f) all moneys now or hereafter paid or required to be paid to Indenture Trustee or any Secured Party pursuant to any Operative Document;
(g) all proceeds of Lessor Collateral including, without limitation, all rentals, income and profits in respect of the Items of Equipment, whether under the Lease Agreement or otherwise, all credits granted by any manufacturer or vendor with respect to the return of any Item of Equipment and the proceeds of any insurance payable with respect to the Items of Equipment;
(h) all claims, rights, powers, or privileges and remedies of Lessor under this Agreement and the Lease Agreement;
(i) all Accounts;
rights of Lessor under this Agreement and the Lease Agreement to make determinations to exercise any election (iiincluding, but not limited to, election of remedies) all Chattel Paper;
(iii) all Documents;
(iv) all Equipment;
(v) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) all Inventory;
(ix) all Investment Property;
(x) all books or option or to give or receive any notice, consent, waiver or approval, together with full power and records pertaining authority to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation demand, receive, enforce, collect or receipt for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xii) all Intellectual Property; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing or any property which is the subject of this Agreement or the Lease Agreement, to enforce or execute any checks, or other instruments or orders, to file any claims and all Supporting Obligations, collateral security and guarantees given by to take any Person action which (in the opinion of Collateral Agent) may be necessary or advisable in connection with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) this Agreement shall not constitute a grant of security interest in (and Holdings shall not be deemed to be Grantor with respect to) any assets of Holdings other than Pledged Equity with respect to the Issuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.and
(bj) Subject to all moneys and investments held by Lessor as security under Section 3.01(e)28.4.4 of the Lease Agreement. provided, each Grantor hereby irrevocably authorizes the Notes however, Collateral Agent agrees for the benefit of Lessor that so long as no Loan Event of Default has occurred and is continuing, it will not exercise any of the Secured Parties at any time rights assigned to it under clauses (h) and from time to time to file, at the expense of such Grantor, in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate of this Section 7, other than the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail right to receive amounts due under the Lease Agreement and (ii) contain the information required by Article Section 9 of this Agreement, without the UCC or the analogous legislation prior written consent of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make any such filing, such obligation being that of each Grantor hereunderLessor and Administrative Agent.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 1 contract
Sources: Participation Agreement (Universal Compression Holdings Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations each Each Grantor hereby assigns bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and pledges transfers to the Notes Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent Agent, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations:
(i) all AccountsAccounts Receivable;
(ii) all Chattel Paper;
(iii) all DocumentsDeposit Accounts;
(iv) all EquipmentDocuments;
(v) all General IntangiblesEquipment;
(vi) all GoodsGeneral Intangibles;
(vii) all Instruments;
(viii) all Inventory;
(ix) all cash and cash accounts;
(x) all Investment Property;
(xxi) all books and records pertaining to the Article 9 Collateral;
(xixii) all Fixtures;
(xiii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statementcredit rights;
(xiixiv) all Intellectual Propertycommercial tort claims listed on Schedule VI hereto; and
(xiiixv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligationsforegoing; provided, collateral security and guarantees given by any Person however, that Collateral shall not include with respect to any Grantor, any item of the foregoing; provided that, notwithstanding anything property to the contrary in this Agreement, (i) this Agreement shall not constitute a extent the grant by such Grantor of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets and (ii) pursuant to this Agreement shall not constitute a grant of security in such Grantor’s right, title and interest in such item of property is prohibited by an applicable enforceable contractual obligation (and Holdings shall including but not be deemed limited to be Grantor with respect toa Capitalized Lease Obligation) or requirement of law or would give any assets of Holdings other than Pledged Equity Person the enforceable right to terminate its obligations with respect to such item of property and provided, further, that the Issuer and all Proceeds thereof owned limitation in the foregoing proviso shall not affect, limit, restrict or impair the grant by it and pledged any Grantor of a security interest pursuant to Section 2.01this Agreement in any money or other amounts due or to become due under any Account, contract, agreement or General Intangible.
(b) Subject to Section 3.01(e), each Each Grantor hereby irrevocably authorizes the Notes Collateral Agent for Agent, in accordance with, and to the benefit of extent consistent with, the Secured Parties Intercreditor Agreement, at any time and from time to time to file, at the expense of such Grantor, file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” assets of such Grantor Grantor, or words of similar effect effect, or as being of an equal or lesser scope or with greater detail detail, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. For Each Grantor also ratifies its authorization for the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent to make file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in Canada) such filingdocuments as may be necessary or advisable for the purpose of perfecting, such obligation being that of each Grantor hereunder.
(c) The confirming, continuing, enforcing or protecting the Security Interest is granted as security only and shall not subject by each Grantor, without the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability signature of any Grantor with respect (but, prior to the occurrence of any Event of Default or arising out Default, the Collateral Agent shall provide notice of such filing to such Grantor), and naming any Grantor or the Article 9Grantors as debtors and the Collateral Agent as secured party.
Appears in 1 contract
Sources: Security Agreement (Pliant Corp)