Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor or in which such 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) collection 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; (vi) all Fixtures; (vii) all General Intangibles; (viii) loans receivable and all other Payment Intangibles; (ix) Goods; (x) all Instruments; (xi) all Intellectual 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); (xii) all Inventory (including reusable water containers); (xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II; (xiv) 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; and (xviii) 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, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property. (b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or Copyrights. (c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any 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 of the Secured Obligations, each Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and Grantor hereby grants to the Collateral Administrative Agent, its permitted successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title 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 Pledgor Grantor or in which such Pledgor 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) collection 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 theretoall Documents;
(iv) all DocumentsEquipment;
(v) all EquipmentGeneral Intangibles, including all Intellectual Property;
(vi) all FixturesInstruments;
(vii) all General IntangiblesInventory;
(viii) loans receivable and all other Payment IntangiblesGoods;
(ix) Goodsall Investment Property;
(x) all InstrumentsLetter-of-Credit Rights;
(xi) all Intellectual Property (including all claims forCommercial Tort Claims specifically described on Schedule III hereto, and rights as such schedule may be supplemented from time 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 time pursuant to any Intellectual Property, including damages and payments for past or future infringements or violations of any Intellectual Property)Section 3.04;
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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; and
(xviiixiii) 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, Supporting Obligations 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. Notwithstanding anything ; provided that none of “Article 9 Collateral”, any other term defined in the preceding paragraph or any term defined by reference to the contrary UCC shall include, and in no event shall the Security Interest attach to, any Loan DocumentsExcluded Asset; provided further that Proceeds, this Agreement substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute a grant of a security interest in (and the Article 9 Collateral shall not include), and the other provisions of the Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded PropertyAssets.
(b) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Administrative Agent for the benefit of the Secured Parties at any time and from time to time to 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) 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” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (iA) whether such Pledgor Grantor is an organization, the type of organization and any organizational identification number issued to such Pledgor, Grantor (iiif 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 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 effectrelates. Each Pledgor Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon request. The Collateral Administrative 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 or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Article 9 Collateral consisting of registered, issued or applied for Patents, Trademarks or Copyrights granted by each Pledgor, without the signature of any Pledgor, Grantor and naming any Pledgor Grantor or the Pledgors Grantors as debtors and the Collateral Administrative 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is and the security interest granted pursuant to Article II are granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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 be, in full of the Secured Obligations, Obligations each Pledgor Grantor 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, its successors and permitted assigns, Agent for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all right, title and or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor Grantor or in which such Pledgor 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) collection 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 theretoall Documents;
(iv) all DocumentsEquipment;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viiivi) loans receivable and all other Payment Intangibles;
(ix) Goods;
(xvii) all Instruments;
(xiviii) all Intellectual 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)Inventory;
(xiiix) all Inventory (including reusable water containers)Investment Property;
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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;
(xviix) 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
(xviiixiii) 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, Supporting Obligations 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. Notwithstanding ; provided that, notwithstanding anything to the contrary in any Loan Documentsthis 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 the Article 9 Collateral Holdings shall not include), and the be deemed to be Grantor with respect to) any assets of Holdings other provisions of the Loan Documents than Pledged Equity with respect to Collateral need not be satisfied with respect to, the Excluded PropertyIssuer and all Proceeds thereof owned by it and pledged pursuant to Section 2.01.
(b) Each Pledgor 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 file, at the expense of such Grantor, 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 Uniform Commercial Code UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Pledgor, (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 effectGrantor. Each Pledgor Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. The For the avoidance of doubt, such authorization shall not impose any duty or obligation on the Notes Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or make any successor office) such documents as may be necessary or advisable for the purpose filing, such obligation being that 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 Pledgor constituting Patents, Trademarks or CopyrightsGrantor 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 Pledgor 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 To secure the prompt and complete payment or performance, as the case may be, in full and performance of the Secured ObligationsObligations 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 Pledgor Grantor hereby pledges grants to the Collateral Agent, its successors and permitted assigns, 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 Collateral Agent, its successors and permitted assigns, Administrative Agent (for the benefit of the Secured Parties) as security, a security interest (the “Security Interest”) in all rightpersonal property of such Grantor, title and 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 Pledgor or in which such Pledgor 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:
2.1.1 Subject to the 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 (i) whether tangible or electronic), goods (including inventory, equipment (and any accessions thereto), software (specifically including, but not limited to, all Accounts;
(ii) all Chattel Paper;
(iii) collection accountsaccounting software), Instruments, investment property, documents, Deposit Accounts, Securities Accounts, Commodity Accounts Commodities Accounts, money, commercial tort claims listed on Schedule 3.8, letter-of-credit rights, supporting obligations, Tax refunds, 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property Intangibles (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 Propertypayment intangibles);
2.1.2 All promissory notes and other instruments payable to any Grantor, including, without limitation, all inter-company notes from Subsidiaries and those set forth on Schedule 3.8 (xii“Collateral Notes”) and all Inventory Liens any Grantor may have, or be entitled to, under all present and future loan agreements, security agreements, pledge agreements, deeds of trust, mortgages, guarantees, or other documents assuring or securing payment of or otherwise evidencing the Collateral Notes, including, without limitation, those set forth on Schedule 3.8 (including reusable water containers“Collateral Note Security”);
(xiii) all 2.1.3 All Investment Property other than the Pledged Collateral, which is governed by Article IIRelated Property;
(xiv) 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; and
(xviii) 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, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9
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, including the Guaranty, each Pledgor Grantor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, pledges and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all of such Grantor’s right, title and or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor Grantor or in which such Pledgor 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) collection 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 theretoall Documents;
(iv) all DocumentsEquipment;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viiivi) loans receivable and all other Payment Intangibles;
(ix) Goods;
(xvii) all Instruments;
(xiviii) all Intellectual 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)Inventory;
(xiiix) all Inventory (including reusable water containers)Investment Property;
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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;
(xviix) 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;
(xiii) 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
(xviiixv) 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, Supporting Obligations 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. Notwithstanding ; provided that, notwithstanding anything to the contrary in any Loan Documentsthis Agreement, 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 Collateral” shall not include), and the other provisions of the Loan Documents with respect to Collateral need not be satisfied with respect to, the include any Excluded PropertyAssets.
(b) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to 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 as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Pledgor, (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 effectGrantor. Each Pledgor Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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) 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 Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby Borrower grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Agent a security interest (the “Security Interest”) in all of Borrower’s right, title title, and interest in or in, 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 Pledgor or in which such Pledgor 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) all Accounts;
(ii) all Chattel Paper;
(iii) collection 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable Goods; and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property (including all claims for, tangible and rights to ▇▇▇ for, past or future infringements or violations intangible personal property of any Intellectual Property and all income, royalties, damages and payments Borrower whether now or hereafter due owned or existing, leased, consigned by or to, or acquired by, Borrower and payable with respect to wherever located, and any Intellectual Property, including damages and payments for past of Borrower’s property in the possession or future infringements or violations under the control of any Intellectual Property);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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 CollateralAgent; and
(xviii) 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, Supporting Obligations and products Proceeds of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any person with respect to any 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 anything to the contrary in any Loan Documentsforegoing, this Agreement shall not constitute if a grant of judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in (and the Article 9 underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral shall not include)automatically, and the other provisions effective as of the Loan Documents with respect date of this Agreement, include the Intellectual Property to Collateral need not be satisfied with respect to, the Excluded Propertyextent necessary to permit perfection of Agent’s security interest in the Rights to Payment.
(b) Each Pledgor hereby irrevocably authorizes 3.2 Notwithstanding the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 broad grant of the security interest set forth in Section 3.1, above, the Collateral granted under this Agreement, including describing such property as “all assets” or “all personal property” or words shall not include (a) more than 65% of similar effect. Each Pledgor agrees to provide such information to the Collateral Agent promptly upon request. The Collateral Agent is further authorized to file with the United States Patent presently existing and Trademark Office or United States Copyright Office (or any successor office) such documents as may be necessary or advisable for the purpose hereafter arising issued and outstanding shares of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted capital stock owned by each Pledgor, without the signature Borrower 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 Foreign Subsidiary (other than an Eligible Foreign Subsidiary) which shares entitle the United States of America (or any political subdivision thereof) and its territories and possessions holder thereof to vote for the purpose of perfecting the Security Interest in any Article 9 Collateral of such Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent directors or any other Secured Party tomatter and (b) nonassignable licenses or contracts, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out which by their terms require the consent of the Article 9licensor 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).
Appears in 4 contracts
Sources: Loan and Security Agreement (Tricida, Inc.), Loan and Security Agreement (Tricida, Inc.), Loan and Security Agreement (Tricida, 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 ObligationsLoan Obligations (other than contingent obligations), each Pledgor Grantor hereby pledges confirms the pledge and grant to the Collateral Agent, its successors and permitted assignsassigns 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 Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title and 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 Pledgor Grantor or in which such Pledgor 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 Chattel Papercash, securities, Instruments and other property deposited or required to be deposited therein;
(iii) collection 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 theretoall Chattel Paper;
(iv) all Documents;
(v) all Equipment;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesGoods;
(viii) loans receivable and all other Payment IntangiblesInstruments, including all Pledged Securities;
(ix) Goodsall Inventory or documents of title, customs receipts, insurance certificates, shipping documents and other written materials related to the purchase or import of any Inventory;
(x) all InstrumentsInvestment Property;
(xi) all Intellectual 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);
(xii) all Inventory (including reusable water containers)Pledged Collateral;
(xiii) all Investment Property other than Records and all books and records pertaining to the Pledged Collateral, which is governed by Article II;
(xiv) all Letters letters of Credit credit under which such Grantor is the beneficiary 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 IVSupporting Obligations;
(xvi) all minerals, oil, gas cash and As-Extracted Collateralcash equivalents;
(xvii) all books Deposit Accounts and records pertaining to Securities Accounts, including all cash, marketable securities, securities entitlements, financial assets and other funds held in or on deposit in any of the Article 9 Collateralforegoing;
(xviii) all other personal property whatsoever of such Grantor; and
(xviiixix) 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, Supporting Obligations all accessions to and substitutions and replacements for and products of any and all of the foregoing and all offsprings, rents profits and products of any of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. .
(b) Notwithstanding anything to the contrary in any Loan Documents, this Agreement 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 (or any other law, rule or regulation) 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 to be 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 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 no longer constitute a grant part of a security interest the Collateral securing the Note Obligations in (and favor of the Article 9 Note Secured Parties. For the avoidance of doubt, any such Equity Interests shall remain Collateral shall not include), and securing the other provisions Loan Obligations for the benefit of the Loan Documents Secured Parties in accordance with respect 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 need securing the Note Obligations in favor of the Note Secured Parties (but only to the extent necessary to not be satisfied with respect tosubject to any such financial statement requirement). In such event, the Excluded PropertySecurity 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.
(bc) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (ix) whether such Pledgor Grantor is an organization, the type of organization and any organizational identification number issued to such Pledgor, Grantor and (iiy) 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 effectrelates. Each Pledgor Grantor agrees to provide such information to the Collateral Agent promptly upon written request. 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.
(d) 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 or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each PledgorGrantor, without the signature of any PledgorGrantor, and naming any Pledgor Grantor or the Pledgors Grantors as debtors and the Collateral Agent as secured party. Notwithstanding anything The Collateral Agent agrees, upon request by the Borrower and at the Borrower’s expense, to promptly furnish copies of such filings 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 Pledgor constituting Patents, Trademarks or CopyrightsBorrower.
(ce) The Security Interest is granted as security only and and, except as otherwise required by applicable law, shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and Grantor hereby grants to the Collateral Agent, together with its permitted successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title 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 Pledgor Grantor or in which such Pledgor 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) collection accounts, all 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;
(vi) all FixturesGeneral Intangibles, including all Intellectual Property;
(vii) all General IntangiblesInstruments and Promissory notes;
(viii) loans receivable and all other Payment IntangiblesInventory;
(ix) all other Goods;
(x) all InstrumentsInvestment Property;
(xi) all Intellectual 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)Letter-of-Credit Rights;
(xii) all Inventory (including reusable water containers)cash and Moneys;
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article IISecurities Accounts;
(xiv) all Letters of Credit and Letter of Credit RightsCommercial 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 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; and
(xviiixvi) 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, Supporting Obligations substitutions, replacements 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 foregoingforegoing (all of the above in this Section 3.01, the “Article 9 Collateral”). Notwithstanding anything to It is understood that the contrary in any Loan Documents, this Agreement term “Article 9 Collateral” shall not constitute a grant of a security interest in (and the include any Excluded Asset; provided, however, that Article 9 Collateral shall not include)include any Proceeds, and the other provisions substitutions or replacements of any of the Loan Documents with respect to Collateral need not be satisfied with respect toforegoing (unless such Proceeds, the substitutions or replacements would constitute an Excluded PropertyAsset).
(b) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant U.S. jurisdiction any initial financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, describe the type of organization and any organizational identification number issued to such Pledgor, (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 collateral covered thereby in any other manner as that the Collateral Agent may reasonably determine determines is necessary or advisable to ensure the perfection of the security interest in the Collateral granted under this Agreement, including describing such property indicating the Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC 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 Pledgor Grantor agrees to provide such information to the Collateral Agent promptly upon request. 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 any Copyright Security Agreement, 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 Pledgor, without the signature of any Pledgor, Grantor and naming any Pledgor Grantor or the Pledgors Grantors 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is and the security interest granted pursuant to Article II are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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 the payment or performance, as the case may be, in full of the Secured Obligations, and subject to Section 4.01(d), each Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and Grantor hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title 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 Pledgor Grantor or in in, to or under which such Pledgor 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) collection accountsall cash, cash equivalents and 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;
(vi) all FixturesGeneral Intangibles, including all Intellectual Property;
(vii) all General IntangiblesInstruments;
(viii) loans receivable and all other Payment IntangiblesInventory;
(ix) all other Goods;
(x) all InstrumentsInvestment Property;
(xi) all Intellectual 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)Letter-of-Credit Rights;
(xii) all Inventory (including reusable water containersCommercial Tort Claims described on Schedule IV, as such schedule may be supplemented from time to time pursuant to Section 4.02(e);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article IIFixtures that are personal property;
(xiv) 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; and
(xviii) 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, Supporting Obligations Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing. Notwithstanding anything ; and
(xv) all books and records pertaining to the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Propertyforegoing.
(b) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Agent (or its designee) at any time and from time to time to 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 Collateral as “all assets” of such Grantor or words of similar effect or of a lesser scope or with greater detail and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor Grantor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 effectGrantor. Each Pledgor Grantor agrees to provide the information required for any such information filing to the Collateral Agent promptly upon any reasonable request. The Collateral Agent (or its designee) is further authorized by each Grantor to file with the United States Patent and Trademark Office or the United States Copyright Office (or any successor officeoffice 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 each Pledgorsuch Grantor, without the signature of any PledgorGrantor, and naming any Pledgor Grantor or the Pledgors Grantors 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is and the security interest granted pursuant to Article III are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and Grantor hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title 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 Pledgor Grantor or in which such Pledgor 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) collection 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 theretoall Documents;
(iv) all DocumentsEquipment;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(xvi) all Instruments;
(xivii) all Intellectual 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)Inventory;
(xii) all Inventory (including reusable water containers);
(xiiiviii) all Investment Property other than the Pledged Collateral, which is governed by Article II;Property:
(xiv) 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;
(xviiix) 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;
(xiii) 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
(xviii) 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, Supporting Obligations Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, this Agreement shall not constitute a grant of a security interest in (and the ; provided that Article 9 Collateral shall not include), and the other provisions 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 Documents 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 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 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 clause (i) shall not 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 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 Collateral need not 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 satisfied with respect toan 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 PropertyAssets shall constitute Article 9 Collateral (except to the extent such Proceeds are an Excluded Asset).
(b) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to 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) describe the 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 and (ii) contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement or amendment, including (iA) whether such Pledgor Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Pledgor, Grantor and (iiB) 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 Collateral granted under this Agreement, including describing such property as “all assets” or “all personal property” or words of similar effectrelates. Each Pledgor Grantor agrees to provide such information to the Collateral Agent promptly upon reasonable request. The Collateral Agent is further irrevocably authorized to 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 office) such 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 as may be and actions reasonably necessary to evidence, record, confirm or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting otherwise perfect the Security Interest granted by each Pledgorin IP Collateral consisting of U.S. issued Patents, without U.S. registered Trademarks or U.S. registered Copyrights (and applications for any of the signature of any Pledgor, and foregoing) naming any Pledgor or the Pledgors as debtors and the Collateral Agent as secured party. Notwithstanding anything , but, except as provided under Article V hereof or under the Loan Documents, the Collateral Agent is not authorized to execute any such documents on any Grantor’s behalf (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 extent such Pledgor constituting Patents, Trademarks or Copyrightsexecution is necessary).
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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. 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, each Pledgor Borrower hereby pledges sells, assigns, conveys, mortgages, pledges, hypothecates and transfers and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, 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 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 Pledgor or in which such Pledgor 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) collection 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;
Fixtures; (iv) all Documents;
Inventory; (v) all Equipment;
; (vi) all Fixtures;
Intellectual Property; (vii) all General Intangibles;
Investment Property; (viii) loans receivable all of such Borrower's deposit accounts (general or special) with any financial institution with which such Borrower maintains deposits; (ix) all of such Borrower's now owned or hereafter acquired monies, and any and all other Payment Intangibles;
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 (ix) Goods;
whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise); (x) all Instruments;
Documents, Instruments and Chattel Paper of such Borrower; (xi) all Intellectual 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);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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; and
(xviii) 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, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect policies relating to any of the foregoing. Notwithstanding anything , including without limitation business interruption insurance; (xii) all of such Borrower's books and records relating to any of the contrary in any Loan Documentsforegoing; (xiii) all accessions and additions to, this Agreement shall not constitute a grant of a security interest in (and the Article 9 Collateral shall not include)substitutions for, and the other provisions replacements of any of the Loan Documents foregoing; and (xiv) all cash collections from, and all other cash and non-cash proceeds of, any of the foregoing including, without limitation, proceeds of and unearned premiums with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes insurance policies insuring any of the Collateral Agent at and claims against any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction Person for the filing of any financing statement or amendmentloss of, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party damage to, or in any way alter or modifydestruction of, any obligation or liability of any Pledgor 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 the payment or performance, as the case may be, in full of the Secured ObligationsObligations (other than contingent obligations), each Pledgor Grantor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title and or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor Grantor or in which such Pledgor 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 Chattel Papercash, securities, Instruments and other property deposited or required to be deposited therein;
(iii) collection 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 theretoall Chattel Paper;
(iv) all Documents;
(v) all Equipment;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesGoods;
(viii) loans receivable and all other Payment IntangiblesInstruments;
(ix) Goodsall Inventory;
(x) all InstrumentsInvestment Property;
(xi) all Intellectual 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);
(xii) all Inventory (including reusable water containers)Pledged Collateral;
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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; ;
(xiv) all Supporting Obligations;
(xv) all cash and cash equivalents and Deposit Accounts, and
(xviiixvi) 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, Supporting Obligations Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything the foregoing, in no event shall any control agreements be required to the contrary be obtained in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Propertythereof.
(b) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (ix) whether such Pledgor Grantor is an organization, the type of organization and any organizational identification number issued to such Pledgor, Grantor and (iiy) 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 effectrelates. Each Pledgor Grantor agrees to provide such information to the Collateral Agent promptly upon written request. 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.
(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 or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each PledgorGrantor, without the signature of any PledgorGrantor, and naming any Pledgor Grantor or the Pledgors Grantors as debtors and the Collateral Agent as secured party. Notwithstanding anything The Collateral Agent agrees, upon request by the Parent Borrower and at its expense, to promptly furnish copies of such filings 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 Pledgor constituting Patents, Trademarks or CopyrightsParent Borrower.
(cd) The Security Interest is granted as security only and and, except as otherwise required by applicable law, shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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. 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 Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured PartiesParty, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor or in which such 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) collection 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual 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 amounts now or hereafter due owing to Merchant under this Agreement. Each Secured Party is hereby authorized (and payable with respect any related notice and demand are hereby expressly waived), to any Intellectual Propertyset off, including damages and payments for past or future infringements or violations of any Intellectual Property);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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; and
(xviii) substitutions, replacements, accessions, products and Proceeds (including insurance proceeds, licenses, royalties, income, payments, claims, damages and proceeds of suit) recoup and to the extent not otherwise included, all Proceeds, Supporting Obligations appropriate and products of to apply any and all such amounts owing, funds held, account balances and other Collateral against and on account of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Merchant's obligations under this Agreement, including describing whether such property as “all assets” obligations are liquidated, unliquidated, fixed, contingent matured or “all personal property” or words of similar effectunmatured. Each Pledgor agrees to provide such information to In the Collateral Agent promptly upon request. 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 or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor, without the signature case 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 consisting 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or a deposit account with 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 Pledgor 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 payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Pledgor Grantor 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, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title and or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor Grantor or in which such Pledgor 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) collection 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 theretoall Commercial Tort Claims listed on Schedule II hereto;
(iv) all DocumentsDeposit Accounts;
(v) all EquipmentDocuments;
(vi) all Equipment;
(vii) all Fixtures;
(viiviii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) all Goods;
(x) all Instruments;
(xi) all Intellectual 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)Inventory;
(xii) all Inventory (including reusable water containers)Investment Property;
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article IISecurities;
(xiv) 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;
(xv) all Letters of Credit and Letter-of-Credit Rights;
(xvi) all Money; and
(xviiixvii) 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, Supporting Obligations 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. Notwithstanding ; provided that notwithstanding anything to the contrary in any Loan Documentsthis Agreement, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the any Excluded PropertyAsset or any Excluded Security.
(b) Each Pledgor Grantor hereby irrevocably authorizes the Notes Collateral Agent (but the Notes Collateral Agent shall not be required) for the benefit of the Secured Parties at any time and from time to time to 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 Collateral as all assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (iA) whether such Pledgor Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Pledgor, Grantor and (iiB) 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 Collateral granted under this Agreement, including describing such property as “all assets” or “all personal property” or words of similar effectrelates. Each Pledgor Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. 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 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 Pledgor 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 Pledgor Grantor with respect to or arising out of the Article 9
Appears in 3 contracts
Sources: Pledge and Security Agreement, Pledge and Security Agreement (Avaya Inc), Pledge and Security Agreement (Avaya Inc)
Security Interest. (ai) As This Agreement creates a valid and continuing security for interest (as defined in the payment or performanceapplicable UCC) in the Collateral in favor of the Administrative Agent, as the case may be, in full on behalf of the Secured ObligationsParties, each Pledgor hereby pledges which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller;
(ii) the Asset, along with the related Asset Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper,” within the meaning of the applicable UCC;
(iii) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;
(iv) the Seller has received all consents and approvals required by the terms of any Asset to the sale and granting of a security interest in the Assets hereunder to the Administrative Agent, on behalf of the Secured Parties;
(v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement;
(vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller;
(vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian;
(viii) the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its successors bailee is holding the underlying promissory notes (if any), the copies of the Loan Registers that constitute or evidence the Assets solely on behalf of and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor or in which such 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) collection 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Parties; and
(x) all Instruments;
(xi) all Intellectual 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);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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; and
(xviii) 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, Supporting Obligations and products of any and all none of the foregoing and all collateral security and guarantees given by any person with respect Collateral has been pledged or otherwise made subject to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded PropertyLien.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9
Appears in 3 contracts
Sources: Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource Inc), Sale and Servicing Agreement (Capitalsource 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, each Pledgor hereby pledges Company grants to the Collateral Agent, its successors and permitted assigns, for the benefit of Agent and the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured PartiesPurchasers, a security interest (the “Security Interest”) in and Lien upon all of such Company’s right, title 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 Pledgor or in which such Pledgor 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; (ii) all Chattel Paper;
(iii) collection 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual 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);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) all Letters of Credit and Letter of Credit Rights;
(xvj) all Commercial Tort Claims, individually Claims described in excess of $3,000,000, as described from time Schedule 4.15 (together with Commercial Tort Claims subject to time on Schedule IV;
a further writing provided in accordance with Section 6.3); (xvik) all minerals, oil, gas and As-Extracted Collateral;
Contracts; (xviil) all books Intellectual Property; and records pertaining to the Article 9 Collateralall 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
(xviii) 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, Supporting Obligations and products Proceeds of any and all each of the foregoing and all collateral security accessions to, 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. Notwithstanding anything to , the contrary Collateral shall not under any circumstance include, and no security interest is granted in (i) any rights or interest in any Loan Documentscontract, this Agreement shall not constitute 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 (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 Article 9 Collateral shall not include), and consent of the other provisions party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of the Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including this clause (i) whether shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien notwithstanding the prohibition or restriction on the pledge of such Pledgor is an organizationcontract, lease, permit, license, or license agreement and (B) the type foregoing exclusions of organization 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 organizational identification number issued 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 such Pledgorcontract, lease, permit, license, or license agreement); (ii) in any assets subject to Liens under the case of a financing statement filed Mississippi Loan Documents as a fixture filing, a sufficient description of the real property to which such Collateral relates and date of the First Closing, (iii) a description of Collateral that describes such property any cash or cash equivalents described in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection clause (vii) of the security interest in the Collateral granted under this Agreement, including describing such property as “all assets” or “all personal property” or words definition of similar effect. Each Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor, without the signature of any PledgorPermitted Indebtedness, and naming any Pledgor or the Pledgors as debtors and the Collateral Agent as secured party. Notwithstanding anything (iv) assets subject to the contrary herein, no Pledgor shall be required to take any action a Lien permitted under the laws of any jurisdiction other than the United States of America clause (or any political subdivision thereofvii) 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.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9definition 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, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor or in which such 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) collection accounts, all cash and 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment IntangiblesGoods;
(ix) Goodsall Instruments;
(x) all InstrumentsIntellectual Property;
(xi) all Intellectual 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)Inventory;
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xivxiii) 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;
(xvixiv) all minerals, oil, gas and As-Extracted Collateral;
(xviixv) all books and records pertaining to the Article 9 Collateral; and
(xviiixvi) substitutions, replacements, accessions, products and Proceeds proceeds (including insurance proceeds, licenses, royalties, income, payments, claims, damages and proceeds of suit) and to the extent not otherwise included, all Proceedsproceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Credit Documents, 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 Loan Credit Documents with respect to Collateral need not be satisfied with respect toto (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 PropertySecurities, (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 Indenture and not prohibited by any 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 (j) any asset at any time that is not then subject to a 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 (other than the delivery of Pledged Securities to the Applicable Agent to the extent required by Article II).
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such 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 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 personal property” or words of similar effect. Each Pledgor agrees to provide such information to the Collateral Agent promptly upon request. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor officeoffice 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any 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. (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, each Pledgor Grantor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all of such Grantor’s right, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor Grantor or in which such Pledgor 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) collection accountsall cash, Money and 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;
(ivd) all Documents;
(ve) all Equipment;
(vi) all Fixtures;
(viif) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(xg) all Instruments;
(xih) all Intellectual 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)Inventory;
(xiii) all Inventory (including reusable water containers)Investment Property;
(xiiij) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) all Letters of Credit and Letter of Letter-of-Credit Rights;
(xvk) all Intellectual Property;
(l) all Commercial Tort Claims, individually in excess including those described on Schedule IV hereto;
(m) each of $3,000,000, as described the following:
(i) Securities Accounts;
(ii) Investment Property credited to Securities Accounts from time to time on Schedule IVand all Security Entitlements in respect thereof; and
(iii) all cash held in any Securities Account or Deposit Account;
(xvi) all minerals, oil, gas and As-Extracted Collateral;
(xviin) all books and records Records pertaining to the Article 9 Collateral; and
(xviiio) 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, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything to the contrary in this Agreement or any other Loan DocumentsDocument, (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 (and the Article 9 Collateral this Agreement or any other Security Document shall not include), and the other provisions of the Loan Documents with respect to Collateral need not be satisfied with respect apply to, the any Excluded PropertyAsset.
(b2) Each Pledgor Subject to the limitations set forth in Section 4.01(6), each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Collateral (including all Article 9 Collateral consisting of Pledged Collateral) or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including including:
(ia) whether such Pledgor Grantor is an organization, the type of organization and any organizational identification number issued to such Pledgor, Grantor; and
(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 (iiib) a description of Collateral 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” ”, whether now owned or “all personal property” hereafter acquired, or words of similar effect. Each Pledgor Grantor agrees to provide such information to the Collateral Agent promptly upon reasonable written request. .
(3) 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 or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted in Intellectual Property by each PledgorGrantor, without the signature of any PledgorGrantor, and naming any Pledgor Grantor or the Pledgors Grantors as debtors and the Collateral Agent as secured party. .
(4) Notwithstanding anything to the contrary hereinin this Agreement or any other Loan Document, no Pledgor Grantor 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 Pledgor constituting Patents, Trademarks or CopyrightsGrantor.
(c5) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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) 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 Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby :
(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 Collateral Agent, its successors Schedule 1 hereto and permitted assigns, for the benefit of the Secured Parties, a security interest in 100% of the capital stock of US Borrower;
(the “Security Interest”c) Borrower (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 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 Pledgor or in which such Pledgor 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) all Accounts;
(ii) all Chattel Paper;
(iii) collection 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable Goods; and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property (including all claims for, tangible and rights to ▇▇▇ for, past or future infringements or violations intangible personal property of any Intellectual Property and all income, royalties, damages and payments US Borrower whether now or hereafter due owned or existing, leased, consigned by or to, or acquired by, US Borrower and payable with respect to wherever located, and any Intellectual Property, including damages and payments for past of Borrower’s property in the possession or future infringements or violations under the control of any Intellectual Property);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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 CollateralLender; and
(xviii) 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, Supporting Obligations and products Proceeds of any and all each of the foregoing and all collateral accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing (collectively, the “Collateral”).
3.2 Notwithstanding anything in this Agreement or any other Loan Document to the contrary, in no event shall the Collateral include, and the Borrower shall not be deemed to have granted a security interest in: (i) Intellectual Property; provided, however, that the Collateral shall include all accounts and guarantees given by general intangibles that consist of rights to payment and proceeds from the sale, licensing or disposition of all or any person with respect part, or rights in, the Intellectual Property (the “Rights to Payment”); or (ii) any of the foregoingBorrower’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 Dutch and the United States Bankruptcy Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision the Collateral shall include, 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 provision had never been in effect. Notwithstanding anything to the contrary in any Loan Documentsforegoing, this Agreement shall not constitute if a grant of judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in (and the Article 9 Collateral shall not include), and the other provisions of the Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 underlying Intellectual Property is necessary or advisable to ensure the perfection of the have a security interest in the Rights to Payment, then the Collateral granted under shall automatically, and effective as of the date of this Agreement, including describing such property as “all assets” or “all personal property” or words of similar effect. Each Pledgor agrees to provide such information include the Intellectual Property to the Collateral Agent promptly upon request. The Collateral Agent is further authorized extent necessary to file with permit perfection of Lender’s security interest in the United States Patent and Trademark Office or United States Copyright Office (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 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 Rights 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 Pledgor constituting Patents, Trademarks or CopyrightsPayment.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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) 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 Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby Borrower grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Agent a security interest (the “Security Interest”) in all of Borrower’s right, title title, and interest in or in, 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 Pledgor or in which such Pledgor 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) all Accounts;
(ii) all Chattel Paper;
(iii) collection 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable Goods; and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property (including all claims for, tangible and rights to ▇▇▇ for, past or future infringements or violations intangible personal property of any Intellectual Property and all income, royalties, damages and payments Borrower whether now or hereafter due owned or existing, leased, consigned by or to, or acquired by, Borrower and payable with respect to wherever located, and any Intellectual Property, including damages and payments for past of Borrower’s property in the possession or future infringements or violations under the control of any Intellectual Property);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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 CollateralAgent; and
(xviii) 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, Supporting Obligations and products Proceeds of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any person with respect to any replacements for, and rents, profits and products of each of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes 1.2 Notwithstanding the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 broad grant of the security interest set forth in Section 3.1 above, the Collateral granted under this Agreement, including describing such property as shall not include (“Excluded Collateral”): (a) any “intent to use” trademarks at all assets” or “all personal property” or words of similar effect. Each Pledgor agrees to provide such information times prior to the Collateral Agent promptly upon request. The Collateral Agent is further authorized to file 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 Copyright 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 officeprovision) such documents as may be necessary intent-to-use application shall constitute Collateral, (b) nonassignable licenses or advisable for contracts, which by their terms require the purpose consent of perfecting, confirming, continuing, enforcing the licensor thereof or protecting another party (but only to the Security Interest granted by each Pledgorextent such prohibition on transfer is enforceable under applicable law including, without limitation, Sections 9-406, 9-407, 9-408 and 9-409 of the signature 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 PledgorForeign 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 naming 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 Pledgor such restriction or prohibition, such property shall automatically be included in the Pledgors as debtors Collateral, (g) any cash collateral deposit subject to a Permitted Lien hereunder, if the grant of a security 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 acquisition of such property (other than any property acquired by Borrower subject to any such contract or other agreement to the extent such contract or other agreement was incurred in contemplation of such acquisition) 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 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 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 terminate and all rights on the Collateral shall revert to Borrower. The Agent shall execute such documents and take such other steps as secured partyare 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 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) 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 Pledgor further cash collateral or other arrangements shall be required to take any action under in respect thereof at the laws termination or acceleration of the Secured Obligations hereunder.
1.5 Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with SVB. Regardless of the terms of any jurisdiction Bank Services Agreement, ▇▇▇▇▇▇▇▇ agrees that any amounts Borrower owes SVB thereunder shall be deemed to be 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 and all other than security agreements, mortgages, or other collateral granted to the United States of America (or any political subdivision thereof) and its territories and possessions Agent by ▇▇▇▇▇▇▇▇ as security for the purpose of perfecting the Security Interest in any Article 9 Collateral of such Pledgor constituting PatentsSecured Obligations, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, now or in any way alter or modify, any obligation or liability of any Pledgor 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 security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “"Security Interest”") in all right, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor Grantor or in which such Pledgor 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) collection accounts, all cash and 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;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesInstruments;
(viii) loans receivable and all other Payment IntangiblesInventory;
(ix) Goodsall Investment Property;
(x) all InstrumentsLetter-of-credit rights;
(xi) all Intellectual 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);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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; and
(xviiixii) 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, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor Grantor is an organization, the type of organization and any organizational identification number issued to such PledgorGrantor, (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 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 Agreementto the Collateral Agent, including describing such property as “"all assets” " or “"all personal property” or words of similar effect". Each Pledgor Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to 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 officeoffice 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 granted by each PledgorGrantor, without the signature of any PledgorGrantor, and naming any Pledgor Grantor or the Pledgors Grantors 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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 Guaranteed Obligations, each Pledgor Guarantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor Guarantor or in which such Pledgor 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) collection accountsall cash, 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 theretosecurities accounts;
(iv) all Documents;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment IntangiblesInstruments;
(ix) Goodsall Inventory;
(x) all InstrumentsInvestment Property;
(xi) all Intellectual 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)Letter-of-Credit Rights;
(xii) all Inventory (including reusable water containers)Commercial Tort Claims;
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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; and
(xviiixiv) 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 Proceedsproceeds, Supporting Obligations supporting obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documentsthis Agreement, this Agreement shall not constitute a grant of a security interest (other than the grant of security interest in (the Pledged Stock pursuant to Section 3.01) in, and the “Article 9 Collateral 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 updated from time to time, that can be perfected upon the filing of a financing statement), and (b) any Material Pledged Debt Securities or any debt securities that may be pledged pursuant to any foreign pledge agreement under the other provisions terms of the Loan Documents Credit Agreement, (c) any assets of 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 respect the Credit Agreement if, and to Collateral need not be satisfied with respect 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 Excluded Propertytypes described in clauses (c) and (d) above, other than those set forth in a joint venture agreement to which the Company or any Subsidiary is a party.
(b) Each Pledgor Guarantor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to 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 contain the information required by Article 9 of the 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 Pledgor Guarantor is an organization, the type of organization and any organizational identification number issued to such PledgorGuarantor, (ii) in the case of a financing statement filed as a fixture filingFixtures, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of Collateral collateral that describes such property in any other manner as the Collateral 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 personal property” or words of similar effect”. Each Pledgor Guarantor agrees to provide such information to the Collateral Administrative Agent promptly upon request. The Collateral Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor officeoffice 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 granted by each PledgorGuarantor, without the signature of any PledgorGuarantor, and naming any Pledgor Guarantor or the Pledgors Guarantors as debtors and the Collateral Administrative 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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 performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a first priority security interest (the “Security Interest”) in all right, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor or in which such 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) collection accounts, all cash and 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;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesInstruments;
(viii) loans receivable and all other Payment IntangiblesInventory;
(ix) Goodsall Investment Property;
(x) all Instruments;
(xi) all Intellectual 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);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) all Letters of Credit and Letter of Credit Rights;
(xvxi) all Commercial Tort Claims, individually in excess of $3,000,000, as described from time to time on Schedule IV;
(xvixii) all minerals, oil, gas and As-Extracted Collateralother personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xviixiii) all books and records pertaining to the Article 9 Collateral; and
(xviiixiv) 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 Proceedsproceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documentsthis Agreement, this Agreement shall not constitute a grant of a security interest in (in, and the definitions of “Security Interest” and “Article 9 Collateral Collateral” shall not include, (a) any vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired, (b) any assets (including Equity Interests), and the other provisions of the Loan Documents whether now owned or hereafter acquired, with respect to which the Collateral need and Guarantee Requirement or the other paragraphs of Section 5.09 of the Credit Agreement would not be required to be satisfied with respect toby reason of Section 5.09(g) of the Credit Agreement if hereafter acquired, (c) 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 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 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 Excluded PropertyCollateral 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 or (f) any 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 any person other than the Pledgors as a condition to the creation of any other security interest on such Equipment.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor ▇▇▇▇▇▇▇ is an organization, the type of organization and any organizational identification number issued to such 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 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 personal property” or words of similar effect”. Each Pledgor agrees to provide such information to the Collateral Agent promptly upon requestrequest (acting at the written direction of Required Lenders). 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 or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor, Pledgor without the signature of any such Pledgor, and naming any 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 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 Pledgor constituting Patents, Trademarks or CopyrightsCopyrights 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 Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any 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) As Subject to Section 3.04, as security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and Grantor hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all right, title 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 Pledgor Grantor or in which such Pledgor 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) collection 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 theretoall Documents;
(iv) all DocumentsEquipment;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(xvi) all Instruments;
(xivii) all Intellectual 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)Inventory;
(xiiviii) all Inventory (including reusable water containers)Investment Property;
(xiiiix) all Investment Property other than the Pledged Collateral, which is governed by Article IILetter-of-Credit rights;
(xivx) all Letters of Credit and Letter of Credit RightsCommercial Tort Claims included in the Article 9 Collateral pursuant to Section 4.04;
(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;
(xviixi) all books and records pertaining to the Article 9 Collateral; and
(xviiixii) 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, Supporting Obligations Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including other than fixture filingsfilings 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 contain the information required by Article 9 of the 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 (i) whether such Pledgor Grantor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 effectGrantor. Each Pledgor Grantor agrees to provide such information to the Collateral Agent promptly upon request. 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 or advisable Each Grantor also ratifies its authorization 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 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) or amendments thereto if filed prior 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 Pledgor constituting Patents, Trademarks or Copyrightsdate 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 Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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) 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 Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and Company hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (in, all of the “Security Interest”) in all Company’s right, title 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 Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 RLA Collateral”):
(ia) all Accounts;
(ii) Receivables, whether now owned and existing or hereafter acquired or arising, together with all Chattel Paper;
(iii) collection accounts, Deposit Accounts, Securities Accounts, Commodity Accounts Receivable Assets and any cash or other assets held in such accounts and any security entitlements and other rights Collections with respect thereto;
(ivb) each of the Origination Agreements, the Collection Account Agreements and the Servicing Agreement, including, in respect of each agreement, (A) all Documents;
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, (vB) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property (including all claims for, and rights of the Company to ▇▇▇ for, past or future infringements or violations receive proceeds of any Intellectual Property and all incomeinsurance, royaltiesindemnity, damages and payments now warranty or hereafter due and payable guaranty with respect to any Intellectual Propertysuch 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 damages the rights of the Company to enforce such agreement and payments for past to give or future infringements withhold any and all consents, requests, notices, directions, approvals, extensions or violations waivers under or in connection therewith (all of any Intellectual Propertythe foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(xiic) the Collection Accounts, including (A) all Inventory (including reusable water containers);
(xiii) funds and other evidences of payment held therein and all Investment Property other than the Pledged Collateralcertificates and instruments, which is governed by Article II;
(xiv) all Letters of Credit and Letter of Credit Rights;
(xv) all Commercial Tort Claimsif any, individually in excess of $3,000,000, as described from time to time on Schedule IV;
representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (xviB) all mineralsinvestments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, oil, gas and As-Extracted Collateral;
(xviiC) all books notes, certificates of deposit and records pertaining other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Article 9 CollateralCollateral 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
(xviiid) substitutions, replacements, accessions, products and Proceeds the Company Concentration Accounts (including insurance proceeds, licenses, royalties, income, payments, claims, damages and proceeds of suitthe Payments Reserve Subaccounts) and the Withholding Tax Reserve Account, 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 the Withholding Tax Reserve Account or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Company Concentration Accounts or the Withholding Tax Reserve Account 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 or the Withholding Tax Reserve Account, 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 or the Withholding Tax Reserve Account;
(e) all 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 (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not otherwise includedincluded in the foregoing, all Proceeds, Supporting Obligations and products proceeds of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: European Receivables Loan Agreement, European Receivables Loan Agreement (Huntsman CORP)
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 Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Borrower Obligations, each Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and Borrower hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (in, all of the “Security Interest”) in all Borrower's right, title 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 Pledgor or in which such Pledgor 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) Receivables, whether now owned and existing or hereafter acquired or arising, together with all Chattel Paper;
(iii) collection accounts, Deposit Accounts, Securities Accounts, Commodity Accounts Related Security and any cash or other assets held in such accounts and any security entitlements and other rights Collections with respect thereto;
(ivb) all Documentsloans made to the European Purchaser under the European Loan Agreement;
(vc) 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 Equipment;
rights of the Borrower to receive moneys due or to become due under or pursuant to the Collateral Agreements, (viii) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable security interests and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual 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);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) all Letters of Credit and Letter of Credit Rights;
(xv) all Commercial Tort Claims, individually in excess of $3,000,000, as described property subject thereto from time to time on Schedule IVpurporting 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;
(xvid) 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 mineralsfunds and other evidences of payment held therein and all certificates and instruments, oilif any, gas from time to time representing or evidencing any of such accounts or any funds and As-Extracted Collateralother 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 such accounts;
(xviie) all books other assets of the Borrower, whether now owned and records pertaining to existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the Article 9 CollateralUCC as in effect on the date hereof in the State of New York) in which the Borrower has any interest; and
(xviiif) 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 includedincluded in the foregoing, all Proceeds, Supporting Obligations and products Proceeds of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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. (a) As security for the To secure payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and Borrower hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Party a continuing security interest (the “Security Interest”) in and to all rightof 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) 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 any 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 following assets and properties foregoing property;
(h) All sums at any time credited by or due from Secured Party to Borrower;
(i) All property in which Borrower has an interest now owned or at any time hereafter acquired by such Pledgor 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 Pledgor 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) collection accounts, Deposit Accounts, Securities Accounts, Commodity Accounts written trust agreement wherein Secured Party is trustee 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual 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 PropertyBorrower is trustor);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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; and
(xviiij) substitutions, replacements, accessions, products and All Proceeds (including insurance proceeds, licenses, royalties, income, payments, claims, damages and proceeds of suitwhether Cash Proceeds or Noncash Proceeds) and to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given property, including, without limitation, proceeds of insurance payable by any person with respect to any reason of the foregoing. Notwithstanding anything loss or damage to the contrary foregoing property and of eminent domain or condemnation awards. Terms used and not otherwise defined in any Loan Documents, this Agreement shall not constitute a grant of a security interest have the meaning given such terms in (and the Article 9 Collateral shall not include), and the other provisions of the Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Michigan Uniform Commercial Code of each applicable jurisdiction for (the filing “UCC”). In the event the meaning of any financing statement or amendmentterm defined in the UCC is amended after the date of this Agreement, including the meaning of such term as used in this Agreement shall be that of the more encompassing of: (i) whether such Pledgor is an organizationthe definition contained in the UCC prior to the amendment, the type of organization and any organizational identification number issued to such Pledgor, (ii) the definition contained in the case of a financing statement filed as a fixture filing, a sufficient description of UCC after 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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or Copyrightsamendment.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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) 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 Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby Borrower grants to the Collateral Agent, its successors Agent and permitted assigns, for the benefit of the Secured Parties, Lender a security interest (the “Security Interest”) in all right, title and 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 Pledgor or in which such Pledgor 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) collection accounts, Deposit Accounts, Securities Accounts, Commodity Accounts and any cash or other assets held in such accounts and any security entitlements Goods; and other rights with respect thereto;
(iv) all Documents;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable tangible and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property (including all claims for, and rights to ▇▇▇ for, past or future infringements or violations intangible personal property of any Intellectual Property and all income, royalties, damages and payments Borrower whether now or hereafter due owned or existing, leased, consigned by or to, or acquired by, Borrower and payable with respect to any Intellectual Property, including damages and payments for past or future infringements or violations of any Intellectual Property);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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 Collateralwherever located; and
(xviii) 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, Supporting Obligations and products Proceeds of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any person with respect to any 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 anything to the contrary in any Loan Documentsforegoing, this Agreement shall not constitute if a grant of 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, 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 Article 9 Collateral shall not include), and the other provisions of the Loan Documents with respect to Collateral need not be satisfied with respect toSPSA, 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.
(b) Each Pledgor hereby irrevocably authorizes 3.3 Notwithstanding the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 broad grant of the security interest set forth in Section 3.1, above, the Collateral granted under this Agreement, including describing such property as “all assets” or “all personal property” or words shall not include more than 65% of similar effect. Each Pledgor agrees to provide such information to the Collateral Agent promptly upon request. The Collateral Agent is further authorized to file with the United States Patent presently existing and Trademark Office or United States Copyright Office (or any successor office) such documents as may be necessary or advisable for the purpose hereafter arising issued and outstanding shares of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted capital stock owned by each Pledgor, without the signature Borrower of any Pledgor, and naming any Pledgor or Foreign Subsidiary which shares entitle the Pledgors as debtors and the Collateral Agent as secured party. Notwithstanding anything holder thereof 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 vote for the purpose of perfecting the Security Interest in any Article 9 Collateral of such Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent directors or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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 a)As security for the payment or performance, as the case may be, in full of the Secured Obligations, including each Pledgor Guaranty, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all right, title and or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor Grantor or in which such Pledgor 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) collection 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 theretoall Documents;
(iv) all DocumentsEquipment;
(v) all EquipmentGeneral Intangibles and Permits;
(vi) all FixturesInstruments;
(vii) all General IntangiblesInventory;
(viii) loans receivable and all other Payment IntangiblesIntellectual Property Collateral;
(ix) Goodsall Investment Property;
(x) all Instruments;
(xi) all Intellectual 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);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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 Goods and Fixtures;
(xii) all Letter-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
(xviiixvii) 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, Supporting Obligations Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing. Notwithstanding ;
(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 any Loan Documentsthis Agreement, this Agreement shall not constitute a grant of a security interest in (A) motor vehicles or other assets subject to certificates of title the perfection of a security interest in which is excluded from the New York UCC in the relevant jurisdiction, (B) any Equity Interests other than Pledged 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 Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a security interest is excessive in view of the benefits to be obtained by the Lenders, (E) any General Intangible, Investment Property, Accounts, Intellectual Property Collateral, promissory notes, chattel paper, Permit or other such rights of a Grantor arising under any contract, lease, instrument, license, or other document 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, or result in the abandonment, invalidation or unenforceability of any right, title or interest of such Grantor in, such General Intangible, Investment Property, Accounts, Intellectual Property Collateral, promissory notes, chattel paper, Permit or other such rights in favor of a third party or under any law, regulation, permit, order, judgment or decree of any Governmental Authority and such contractual restriction is otherwise not restricted by the Credit Agreement, 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 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 affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the New York UCC and provided further that the Proceeds from any such contract, lease, instrument or other document shall not be excluded from the definition of Article 9 Collateral shall not include)or (G) Margin Stock unless the applicable requirements of Regulations T, U, and the other provisions X of the Loan Documents 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 such required consent that is reasonably obtainable with respect to Collateral need not which the Administrative Agent reasonably determines to be satisfied with respect to, the Excluded Propertymaterial.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9
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, each Pledgor Grantor hereby pledges pledges, assigns, to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) ), in all right, title and or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor Grantor or in which such Pledgor 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;
(iii) collection 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;
(ivv) all Documents;
(vvi) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment IntangiblesGoods;
(ix) Goodsall Instruments;
(x) all InstrumentsInventory;
(xi) all Intellectual 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 Investment Property, including damages and payments for past or future infringements or violations of any Intellectual Property);
(xii) all Inventory (including reusable water containers)Intellectual Property;
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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;
(xv) all Supporting Obligations; and
(xviiixvi) 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, Supporting Obligations Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documentsforegoing, this Agreement the Security Interest shall not constitute a grant of a security interest in extend to, and the “Collateral” (and the Article 9 Collateral any component definition thereof) shall not include), and the other provisions of the Loan Documents with respect to Collateral need not be satisfied with respect to, the any Excluded Property.
(b) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 Collateral as all assets of such Grantor or words of similar effect and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (ix) whether such Pledgor Grantor is an organization, the type of organization and any the organizational identification number issued to such Pledgor, Grantor if required for the filing of financing statements in any relevant jurisdiction and (iiy) 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 effectrelates. Each Pledgor Grantor agrees to provide such information to the Collateral Agent promptly upon written request. The Collateral Agent agrees, upon request by the Borrower and at its expense, to furnish copies of such filings 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 or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each PledgorGrantor, without the signature of any PledgorGrantor, and naming any Pledgor Grantor or the Pledgors Grantors as debtors and the Collateral Agent as secured party. Notwithstanding anything The Collateral Agent agrees, upon request by the Borrower and at its expense, to furnish copies of such filings 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 Pledgor constituting Patents, Trademarks or CopyrightsBorrower.
(cd) The Security Interest is granted as security only and and, except as otherwise required by applicable law, shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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) As security for To secure the payment or performance, as the case may be, in full and performance of all of the Secured ObligationsObligations when due, each Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and Borrower hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Silicon a security interest (the “Security Interest”) in all right, title and 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 Pledgor or in which such Pledgor 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 any rightin Silicon’s possession (including claims and credit balances), title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) collection 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property proceeds (including all claims for, and rights to ▇▇▇ for, past or future infringements or violations proceeds of any Intellectual Property insurance policies, proceeds of proceeds and claims against third parties), all income, royalties, damages products 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);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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; and
(xviii) 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, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect 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 anything 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 contrary in any Loan Documents, this Agreement shall not constitute a grant extent (i) the granting of a security interest in it would be contrary to applicable law, or (and ii) that such rights are nonassignable by their terms (but only to the Article 9 Collateral extent 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 party (but only to the extent such consent has not been obtained); nevertheless, the foregoing grant of security interest shall not include)extend to, and the other provisions term “Collateral” shall include, any and all proceeds of such license agreements or contract rights to the Loan Documents with respect to Collateral need extent that the assignment or encumbering of such proceeds is not be satisfied with respect toso restricted (including, without limitation, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 proceeds of such Pledgor constituting Patents, Trademarks license agreements or Copyrightscontract rights for which any required consent has been obtained).
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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 prompt payment or performance, as the case may be, in full and performance of the Secured all of its Obligations, each Pledgor the Borrower hereby assigns and pledges to the Collateral AgentLender, its successors and permitted assignsgrants a security interest, for 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 Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all Borrower’s right, title and interest interest, in, to, and under, whether now owned or 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 Pledgor 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 Pledgor 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) collection accounts, Deposit Accounts, Securities Accounts, Commodity Accounts and any cash ); provided that the Borrower shall not assign or other assets held in such accounts and any security entitlements and other rights with respect thereto;
(iv) all Documents;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual 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);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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 pledge to the Article 9 Collateral; and
(xviii) substitutionsLender, 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, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, this Agreement shall not constitute or a grant of a security interest in (and the Article 9 Collateral shall not include), and the other provisions any of the Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded PropertyAmounts or Excess Yield.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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 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 Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby Borrower grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Agent a security interest (the “Security Interest”) in all of Borrower’s right, title title, and interest in or in, 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 Pledgor or in which such Pledgor 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) all Chattel Paper;
(iii) collection 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable proceeds thereof; and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property (including all claims for, tangible and rights to ▇▇▇ for, past or future infringements or violations intangible personal property of any Intellectual Property and all income, royalties, damages and payments Borrower whether now or hereafter due owned or existing, leased, consigned by or to, or acquired by, Borrower and payable with respect to wherever located, and any Intellectual Property, including damages and payments for past of Borrower’s property in the possession or future infringements or violations under the control of any Intellectual Property);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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 CollateralAgent; and
(xviii) 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, Supporting Obligations and products Proceeds of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any person with respect to any replacements for, and rents, profits and products of each of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes 3.2 Notwithstanding the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 broad grant of the security interest set forth in Section 3.1, above, the Collateral granted under this Agreementshall not include (collectively, including describing such property as the “Excluded Property”) (a) any “intent to use” trademarks at all assets” or “all personal property” or words of similar effect. Each Pledgor agrees to provide such information times prior to the Collateral Agent promptly upon request. The Collateral Agent is further authorized to file 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 Copyright 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 officeprovision) such documents as may be necessary intent-to-use application shall constitute Collateral, (b) non-assignable property, licenses or advisable for contracts, which by their terms require the purpose consent of perfectingthe licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgorincluding, without limitation, Sections 9406, 9407 and 9408 of the signature of any PledgorUCC), 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest any particular asset if the pledge thereof or the security interest therein is granted 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 (c) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is unenforceable under Section 9406, 9407 or 9408 of the UCC or other applicable law or (2) to apply to the 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 such asset, (d) any Excluded Accounts, including cash 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 the definition of Permitted Liens, but only to the extent and for so long as the agreements under which the equipment is financed prohibit granting a security only interest therein to Lender.
3.3 Upon termination of this Agreement and shall not subject 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 granted under this Agreement shall terminate and all rights on the Collateral shall revert to Borrower. Agent or any shall execute such documents and take such other Secured Party tosteps as are reasonably necessary for Borrower to accomplish the foregoing, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9all at Borrower’s sole cost and expense.
Appears in 2 contracts
Sources: Loan and Security Agreement (Axsome Therapeutics, Inc.), Loan and Security Agreement (Axsome Therapeutics, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor Guarantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “"Security Interest”") in all right, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor Guarantor or in which such Pledgor 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) collection accounts, all cash and 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;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesInstruments;
(viii) loans receivable and all other Payment IntangiblesInventory;
(ix) Goodsall Investment Property;
(x) all InstrumentsLetter-of-Credit Rights;
(xi) all Intellectual 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)Commercial Tort Claims;
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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; and
(xviiixiii) 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 Proceedsproceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documentsthis Agreement, this Agreement shall not constitute a grant of a security interest in (and the Article 9 Collateral shall not include)a) any vehicle covered by a certificate of title or ownership, and the other provisions of the Loan Documents (b) any assets (including Equity Interests) with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by 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 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 6.04(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 respect tothe acquisition of such Subsidiary (provided, that the Excluded Propertyforegoing 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) Each Pledgor Guarantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor Guarantor is an organization, the type of organization and any organizational identification number issued to such PledgorGuarantor, (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 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 personal property” or words of similar effect". Each Pledgor Guarantor agrees to provide such information to the Collateral Agent promptly upon request. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor officeoffice 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 granted by each PledgorGuarantor, without the signature of any PledgorGuarantor, and naming any Pledgor Guarantor or the Pledgors Guarantors 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9
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 For value received the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and undersigned ("Debtor") hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured PartiesROYAL BANK OF CANADA ("RBC"), a security interest (the “"Security Interest”") in the undertaking of Debtor and in all rightof Debtor's present and after acquired personal property including, title without limitation, in all Goods (including all parts, accessories, attachments, special tools, additions and interest accessions thereto), Chattel Paper, Documents of Title (whether negotiable or 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 Pledgor or in which such Pledgor 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 Accounts;inventory of whatever kind and wherever situate:
(ii) all Chattel Paperequipment (other than inventory) of whatever kind and whatever situate, including, without limitation, all machinery, tools, apparatus, plant, furniture, fixtures and vehicles of whatsoever nature or kind;
(iii) collection accounts, Deposit Accounts, Securities Accounts, Commodity all Accounts and any cash book debts and generally all debts, dues, claims, choses in action and demands of every nature and kind howsoever arising or other assets held in such accounts secured including letters of credit and any security entitlements and other rights with respect theretoadvices 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 Documentsdeeds 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;
(v) all Equipmentcontractual rights and insurance claims;
(vi) all Fixtures;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"); an
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property (including all claims for, and rights to ▇▇▇ for, past property described in Schedule "C" or future infringements or violations of any Intellectual Property and all income, royalties, damages and payments schedule 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);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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; and
(xviii) 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, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Propertyannexed hereto.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor, without hereby shall not extend or apply to and Collateral shall not include the signature last day of the term of any Pledgor, and naming any Pledgor lease or agreement therefor but upon 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 enforcement 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 Interest, Debtor shall stand possessed of such Pledgor constituting Patents, Trademarks or Copyrightslast day in trust to assign the same to any person acquiring such term.
(c) The terms "Goods", "Chattel Paper", "Document of Title", "Instrument", "Intangible", "Security", "proceed", "inventory", "accession", "Money", "Account", "financing statement" and "financing change statement" whenever used herein shall be interpreted pursuant to their respective meanings when used in The Personal Property Security Interest Act of the province referred to in Clause 14(r), as amended from time to time, which Act, including amendments thereto and any Act substituted therefor and amendments thereto is granted herein referred to as security only and the "P.P.S.A.". Provided always that the term "Goods" when used herein shall not subject include "consumer goods" of Debtor as that term is defined in the Collateral Agent P.P.S.A., and the term "Inventory" when used herein shall include livestock and the young thereof after conception and crops that become such within one year of execution of this Security Agreement. Any reference herein to "Collateral" shall, unless the context otherwise requires, be deemed a reference to "Collateral" or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9part thereof.
Appears in 2 contracts
Sources: Demand Loan Financing Agreement, Demand Loan Financing Agreement (Ideal Accents Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Second-Priority Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Second-Priority Secured Parties, a security interest (the “Security Interest”) in all right, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor or in which such 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) collection 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual 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);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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; and
(xviii) 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, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Notes Indenture Documents, 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 Loan Notes Indenture Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Second-Priority Secured Party to, or in any way alter or modify, any obligation or liability of any 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, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor or in which such 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) collection accounts, all cash and 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;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesInstruments;
(viii) loans receivable and all other Payment IntangiblesIntellectual Property;
(ix) Goodsall Inventory;
(x) all InstrumentsInvestment Property;
(xi) all Intellectual 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);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) all Letters of Credit and Letter of Credit Rights;
(xvxii) all Commercial Tort Claims, individually in excess of $3,000,000, as described from time to time on Schedule IV;
(xvixiii) to the extent not included in the definition of “General Intangibles”, all mineralschoses 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, oilincluding corporate or other business records, gas indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Swap Agreements and As-Extracted Collateralother agreements), Intellectual Property, goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or other security;
(xviixiv) 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; and
(xviiixvi) 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 Proceedsproceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documentsthis Agreement, this Agreement shall not constitute a grant of a security interest in (and the Article 9 Collateral shall not include)a) any vehicle covered by a certificate of title or ownership, and the other provisions of the Loan Documents (b) any assets with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.11 of the Credit Agreement need not be satisfied with respect toby reason of Section 5.11(g) of the Credit Agreement, (c) any Equity Interests, the Excluded Propertypledge of which is governed by 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 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 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 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 have granted a security interest in, all such rights and interests as if such provision had never been in effect.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such 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 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 personal property.” or words of similar effect. Each Pledgor agrees to provide such information to the Collateral Agent promptly upon request. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor officeoffice 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent, the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any 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 the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor Grantor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) ), in all right, title and 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 Pledgor Grantor or in which such Pledgor 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) collection accounts, all cash and 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;
(vi) all FixturesGeneral Intangibles, including all Intellectual Property and Licenses;
(vii) all General IntangiblesInstruments;
(viii) loans receivable and all other Payment IntangiblesInventory;
(ix) Goodsall Investment Property;
(x) all InstrumentsLetter-of-Credit Rights;
(xi) all Intellectual 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);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) all Letters of Credit and Letter of Credit Rights;
(xv) all Commercial Tort Claims, individually in excess of $3,000,000, as Claims described from time to time on Schedule IV;
(xvi) all minerals, oil, gas and As-Extracted Collateral;
(xviixii) all books and records pertaining to the Article 9 Collateral; and
(xviiixiii) 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, Supporting Obligations Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding ; provided, however, that notwithstanding anything to the contrary in any Loan Documentsthis Agreement, this Agreement shall not constitute constitute, and the term Article 9 Collateral shall not include, a grant of a security interest in (and any stock excluded from the Article 9 Collateral shall not include), and the other provisions definition of the Loan Documents with respect to Collateral need not be satisfied with respect to, the “Pledged Stock” or Excluded PropertyAssets.
(b) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (iA) whether such Pledgor Grantor is an organization, the type of organization and any organizational identification number issued to such Pledgor, Grantor and (iiB) 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 Collateral granted under this Agreement, including describing such property as “all assets” or “all personal property” or words of similar effectrelates. Each Pledgor Grantor agrees to provide such information to the Collateral Agent promptly upon request. The Each Grantor also ratifies its authorization for the Collateral Agent is to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. Each Grantor hereby further authorized 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 officeoffice 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 granted by each PledgorGrantor (including without limitation the Copyright Security Agreement, without the signature of any PledgorPatent Security Agreement and the Trademark Security Agreement), and naming any Pledgor Grantor or the Pledgors Grantors as debtors and the Collateral Agent as secured party. Notwithstanding anything , and each Grantor agrees to execute and deliver any and all agreements, instruments, documents and papers as the contrary herein, no Pledgor shall be required to take any action under Collateral Agent may reasonably request for purposes of 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 Pledgor constituting Patents, Trademarks or Copyrightsforegoing.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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 payment or performance, as the case may be, performance in full when due of the Secured Obligations, including each Pledgor Guarantee of the Secured Obligations made pursuant to Article 10 of the Indenture, each Grantor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title and or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired directly owned by such Pledgor Grantor or in which such Pledgor 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) collection accounts, all 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property (Property, including all claims for, and rights to ▇▇▇ for, past or future infringements or violations of any Intellectual Property Property, and all income, royalties, damages and payments now or hereafter due and or payable with respect to any Intellectual Property, including damages and payments for past or future infringements or violations of any Intellectual Property);
(ix) all Goods;
(x) all Instruments;
(xi) all Inventory;
(xii) all Inventory (including reusable water containers)Investment Property;
(xiii) all Investment Property other than books and records pertaining to the Pledged Article 9 Collateral, which is governed by Article II;
(xiv) 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;Money; and
(xvi) all minerals, oil, gas and As-Extracted Collateral;
(xvii) all books and records pertaining to the Article 9 Collateral; and
(xviii) 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, 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. Notwithstanding ; provided that notwithstanding anything to the contrary in any Loan Documentsthis Agreement, this Agreement shall not constitute a grant of a security interest in (and the terms “Collateral” and “Article 9 Collateral Collateral” shall not include), and the other provisions of the Loan Documents with respect to Collateral need not be satisfied with respect to, the ) any Excluded PropertyAssets.
(b) The Issuer agrees to prepare and file such financing statements in any relevant jurisdiction as are necessary to establish and maintain a valid, enforceable and perfected security interest in the Collateral. Each Pledgor Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time time, but without obligation, to file in any relevant jurisdiction any initial financing statements (including fixture filingsFixture filings with respect to any Fixtures associated with Material Real Property that is subject to a Mortgage) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as “all assets of the Debtor, whether now owned or hereafter acquired” or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (ix) whether such Pledgor Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Pledgor, Grantor and (iiy) in the case of a financing statement filed as a fixture Fixture filing, a sufficient description of the real property Material Real Property subject to a Mortgage 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 Collateral granted under this Agreement, including describing such property as “all assets” or “all personal property” or words of similar effectrelates. Each Pledgor Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. The Issuer shall provide reasonable written notice to the Collateral Agent is further authorized to file with of all such filings made by it on or about the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be necessary or advisable for date hereof, and, reasonably promptly thereafter, 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 Issuer and the Collateral Agent Agent, as secured party. Notwithstanding anything applicable, shall provide reasonable written notice to the contrary herein, no Pledgor shall be required to take any action under the laws other party of any jurisdiction subsequent filings or amendments, supplements or terminations of existing filings, made from time to time thereafter and, in each case, shall provide to such other than the United States of America (or any political subdivision party file-stamped copies thereof within a reasonable time following receipt 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.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Pledge and Security Agreement (CF Industries Holdings, Inc.), Pledge and Security Agreement (CF Industries Holdings, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured ObligationsObligations of such Grantor, including the Guaranty, each Pledgor Grantor hereby pledges and collaterally assigns to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all of such Grantor’s right, title and or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor Grantor or in which such Pledgor 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 (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(iii) collection 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 theretoall Documents;
(iv) all DocumentsEquipment and Fixtures;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(vi) all Goods;
(vii) all Instruments;
(viii) loans receivable and all other Payment IntangiblesIntellectual Property;
(ix) Goodsall Intellectual Property Licenses;
(x) all InstrumentsInventory;
(xi) all Intellectual 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 Investment Property, including damages and payments for past or future infringements or violations of any Intellectual Property);
(xii) all Inventory (including reusable water containers)Money, cash and cash equivalents;
(xiii) all Investment Property letters of credit, Letter-of-Credit Rights and other than the Pledged Collateral, which is governed by Article IISupporting Obligations;
(xiv) all Letters Deposit Accounts, Securities Accounts, Commodities Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Grantor with any bank or other financial institution and all monies, securities, Instruments and other investments deposited or required to be deposited in any of Credit and Letter of Credit Rightsthe foregoing;
(xv) all Commercial Tort Claims, individually Security Entitlements in excess any or all of $3,000,000, as described from time to time on Schedule IVthe foregoing;
(xvi) all minerals, oil, gas and As-Extracted CollateralCommercial Tort Claims described on Schedule 2 hereto (as such schedule may be supplemented pursuant to Section 3.03(j) hereof);
(xvii) all accessions to, substitutions and replacements for the foregoing, together with all, books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records pertaining related thereto and any General Intangibles at any time evidencing or relating to the Article 9 Collateral; and
(xviii) 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, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing. Notwithstanding ; and
(xviii) to the extent not otherwise included, all Proceeds and products, whether tangible or intangible, of any and all of the foregoing, including, without limitation, resulting from any rebates or refunds, whether for taxes or otherwise, and all proceeds of such Proceeds, or any portion thereof or interest therein, and the proceeds thereof, and to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, 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 any Loan Documentsthis Agreement, this Agreement shall not constitute a grant of a security interest in (and the Article 9 Collateral any Excluded Property; provided, however, that “Excluded Property” shall not include)include any Proceeds, and the other provisions substitutions or replacements of the Loan Documents with respect to Collateral need not be satisfied with respect toany Excluded Property unless such Proceeds, the substitutions or replacements would independently constitute Excluded Property.
(b) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to 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 Collateral as all assets of such Grantor or words of similar effect or being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor Grantor is an organization, the type of organization and and, if applicable, any organizational identification number or incorporation number issued to such Pledgor, (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 effectGrantor. Each Pledgor Grantor agrees to provide such information to the Collateral Agent promptly upon request. .
(c) The Collateral Agent is further irrevocably authorized to file with the United States Patent and Trademark Office or the United States Copyright Office (or any successor officeoffice thereof) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing perfecting or protecting confirming the Security Interest granted by each PledgorGrantor, with notice to each, but without the signature of any Pledgorany, Grantor (only if such signature cannot reasonably be obtained by the Collateral Agent), and naming any Pledgor Grantor or the Pledgors Grantors 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 Pledgor constituting Patents, Trademarks or Copyrights.
(cd) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Credit Agreement (ServiceTitan, Inc.), Credit Agreement (ServiceTitan, 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 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, each Pledgor the Borrower hereby pledges confirms and reaffirms the grant under the Existing Purchase Agreement, and without limiting the foregoing, hereby grants, to the Collateral Agent, Agent for its successors benefit and permitted assigns, for the ratable benefit of the Secured PartiesParties of, and hereby grants to the Collateral Agent, Agent for its successors benefit and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest (the “Security Interest”) in all of the Borrower’s right, title 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 Pledgor owned, existing or in which such Pledgor now has or at any time in the future may acquire any right, title or interest arising (collectively, the “Article 9 Collateral”):
(i) ): all Accounts;
(ii) all Chattel Paper;
(iii) collection accountsof the Borrower’s right, 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property (including all claims fortitle, and rights to ▇▇▇ for, past or future infringements or violations of any Intellectual Property and all income, royalties, damages and payments interest now or hereafter due existing in, to and payable with respect to any Intellectual Propertyunder the following of the Borrower’s assets, including damages whether now owned or existing or hereafter acquired, and payments for past wherever located (whether or future infringements not in the possession or violations control of any Intellectual Propertythe Borrower);
, and all proceeds of the foregoing: (xiiI) all Inventory Receivables comprising the Receivable Pool; (II) the Related Assets in respect of the Receivable Pool; (III) the Collections in respect of the Receivable Pool; (IV) all Transaction Documents; (V) all Contracts related to the Receivable Pool; (VI) the Sale Agreement and each Hedge Agreement and, in each case, all rights and remedies of the Borrower thereunder; (VII) all other assets in the Receivable Pool and Related Assets; (VIII) each Collection Account and the Payment Account; (IX) all accounts, chattel paper, commercial tort claims, deposit accounts, documents, fixtures, general intangibles (including reusable water containerspayment intangibles);
, goods (xiii) all Investment Property other than the Pledged Collateralincluding equipment and inventory), which is governed by Article II;
(xiv) all Letters instruments, investment property, letter-of-credit rights, letters of Credit and Letter of Credit Rights;
(xv) all Commercial Tort Claimscredit, individually in excess of $3,000,000money, as described from time to time on Schedule IV;
(xvi) all mineralsas-extracted collateral, oil, gas and As-Extracted Collateral;
other minerals before extraction, software, supporting obligations, insurance policies and things in action; (xviiX) all books rights, interests, remedies, and records pertaining privileges of the Borrower relating to any of the Article 9 Collateralforegoing including the right to sue for past, present, or future infringement of any or all of the foregoing; and
and (xviiiXI) 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 Proceedsproducts and Proceeds (the terms in clauses (I) through (XI) not otherwise defined in this Agreement, Supporting Obligations 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 collateral security distributions (whether in money, securities, or other property) and guarantees given by any person collections from or with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time The parties hereto agree that this Agreement is not intended to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Collateral constitute a novation or any part thereof and amendments thereto that contain the information required by Article 9 a termination of the Uniform Commercial Code of each applicable jurisdiction for obligations under the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization Existing Purchase Agreement and any organizational identification number issued to such Pledgor, (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 created pursuant to the Collateral granted Existing Purchase Agreement is hereby confirmed and is intended to continue and to secure the Borrower Obligations under this Agreement which amends and restates the Existing Purchase Agreement, including describing such property as “all assets” or “all personal property” or words of similar effect. Each Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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 ObligationsObligations (whether at stated maturity, by acceleration or otherwise), each Pledgor Grantor hereby pledges mortgages, pledges, hypothecates, grants, assigns and transfers to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a lien on and a first priority security interest (the “Security Interest”) in in, all right, title and or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor Grantor or in which such Pledgor 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) collection accounts, all 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;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesInstruments;
(viii) loans receivable and all other Payment IntangiblesInventory;
(ix) Goodsall Investment Property;
(x) all InstrumentsLetter-of-Credit Rights;
(xi) all Intellectual 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)Commercial Tort Claims;
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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;
(xiii) all Goods (including, without limitation, Fixtures) and other personal property not otherwise described above;
(xiv) the 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
(xviiixv) 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, Supporting Obligations Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing. .
(b) Notwithstanding anything the foregoing, no security interest shall be granted in (i) any FCC License or Intellectual Property to the contrary in any Loan Documents, this Agreement shall not constitute 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 (and the Article 9 Collateral shall not include)cancellation, and the other provisions voidance or invalidity of the Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded such Intellectual Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any contract, General Intangible, Copyright License, Patent License or Trademark License (“Intangible Assets”), in each case to the case extent the grant by the relevant Grantor 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 pursuant to this Agreement in the Collateral granted under this Agreementsuch Grantor’s right, including describing such property as “all assets” or “all personal property” or words of similar effect. Each Pledgor agrees to provide such information to the Collateral Agent promptly upon request. The Collateral Agent is further authorized to file with the United States Patent title and Trademark Office or United States Copyright Office (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 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 interest in any Article 9 Collateral of such Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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 performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Pledgor Grantor 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, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title and or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor Grantor or in which such Pledgor 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) collection 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 theretoall Commercial Tort Claims listed on Schedule II hereto;
(ivv) all Deposit Accounts;
(vi) all Documents;
(vvii) all Equipment;
(vi) all Fixtures;
(viiviii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goodsall Instruments;
(x) all InstrumentsInventory;
(xi) all Intellectual 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 Investment Property, including damages and payments for past or future infringements or violations of any Intellectual Property);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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; and
(xviiixiii) 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, Supporting Obligations 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. Notwithstanding ; provided that notwithstanding anything to the contrary in any Loan Documentsthis Agreement, this Agreement shall not constitute a grant of a security interest in (A) any 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 Article 9 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)include 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 contract, and lease, instrument, license or other document, the other provisions right to terminate its obligations thereunder, provided, however, that the limitation set forth in clause (L) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the Loan Documents extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the Uniform Commercial Code. Each Grantor shall, if requested to do so by the Trustee, use commercially reasonable efforts to obtain any such required consent that is reasonably obtainable with respect to Collateral need not which the Trustee reasonably determines to be satisfied with respect to, the Excluded Propertymaterial.
(b) Each Pledgor 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 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 Collateral as all assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (iA) whether such Pledgor Grantor is an organization, the type of organization and any organizational identification number issued to such Pledgor, Grantor and (iiB) 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 Collateral granted under this Agreement, including describing such property as “all assets” or “all personal property” or words of similar effectrelates. Each Pledgor Grantor agrees to provide such information to the Notes Collateral Agent promptly upon request. 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 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 Pledgor 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 Pledgor 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 Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby Borrower grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Agent a security interest (the “Security Interest”) in all of Borrower’s right, title title, and interest in or in, 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 Pledgor or in which such Pledgor 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) all Accounts;
(ii) all Chattel Paper;
(iii) collection 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable Goods; and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property (including all claims for, tangible and rights to ▇▇▇ for, past or future infringements or violations intangible personal property of any Intellectual Property and all income, royalties, damages and payments Borrower whether now or hereafter due owned or existing, leased, consigned by or to, or acquired by, Borrower and payable with respect to wherever located, and any Intellectual Property, including damages and payments for past of Borrower’s property in the possession or future infringements or violations under the control of any Intellectual Property);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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 CollateralAgent; and
(xviii) 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, Supporting Obligations and products Proceeds of any and all each of the foregoing and all collateral accessions to, 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 foregoing. Notwithstanding anything cessation of any such restriction or prohibition, such property shall automatically be included in the Collateral; (c) any property subject to a Permitted Lien hereunder, if the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not such property pursuant to this Agreement would be satisfied with respect toprohibited by the agreement creating such Permitted Lien or would otherwise constitute a default thereunder or create a right of termination by a party thereto (other than Borrower), provided that upon the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time termination and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Collateral release of such Lien or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendmentprohibition, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) property shall automatically be included in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Collateral relates Collateral; and (iiid) 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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or CopyrightsExcluded Account.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral 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 interest in, to and interest in or to under any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor Grantor or in which such Pledgor 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) collection 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 theretoall Documents;
(iv) all DocumentsEquipment;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(xvi) all Instruments;
(xivii) all Intellectual 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)Inventory;
(xiiviii) all Inventory (including reusable water containers)Investment Property;
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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;
(xviiix) 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;
(xiii) 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
(xviii) 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, Supporting Obligations Proceeds and products of any and all of the foregoing (including proceeds of all insurance policies) and all collateral security and guarantees given by any person Person with respect to any of the foregoing. .
(b) Notwithstanding anything herein to the contrary in contrary, to the extent and for so long as any Loan Documentsasset is Excluded Property, the Security Interest granted under this Agreement Section 3.01 shall not constitute a grant of a security interest in (attach to, and the Article 9 Collateral shall not include), such asset; provided, however, that the Security Interest shall immediately attach to, and the other provisions of the Loan Documents with respect Article 9 Collateral shall immediately include, any such asset (or portion thereof) upon such asset (or such portion) ceasing to Collateral need not be satisfied with respect to, the Excluded Property.
(bc) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Agent (or its designee) for the benefit of the Secured Parties at any time and from time to time to 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 Collateral as all assets or all personal property of such Grantor or words of similar effect and (ii) contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement or amendment, including (iA) whether such Pledgor Grantor is an organization, the type of organization and any organizational identification number issued to such Pledgor, Grantor and (iiB) 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 Collateral granted under this Agreement, including describing such property as “all assets” or “all personal property” or words of similar effectrelates. Each Pledgor Grantor agrees to provide such information to the Collateral Agent promptly upon request. 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 or advisable Each Grantor also ratifies its authorization 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 (or its designee) to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior 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 Pledgor constituting Patents, Trademarks or Copyrightsdate 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 Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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) 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 Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby Borrower grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Agent a security interest (the “Security Interest”) in all of Borrower’s right, title title, and interest in or in, 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 Pledgor or in which such Pledgor 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) all Accounts;
(ii) all Chattel Paper;
(iii) collection 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable Goods; and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property (including all claims for, tangible and rights to ▇▇▇ for, past or future infringements or violations intangible personal property of any Intellectual Property and all income, royalties, damages and payments Borrower whether now or hereafter due owned or existing, leased, consigned by or to, or acquired by, Borrower and payable with respect to wherever located, and any Intellectual Property, including damages and payments for past of Borrower’s property in the possession or future infringements or violations under the control of any Intellectual Property);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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 CollateralAgent; and
(xviii) 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, Supporting Obligations and products Proceeds of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any person with respect to any 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 anything 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, include the Intellectual Property to the contrary extent necessary to permit perfection of Agent’s security interest in any Loan Documentsthe Rights to Payment.
3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1, this Agreement 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 (and A) to the Article 9 Collateral 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 include)effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the other provisions extent severable, shall attach immediately to any portion of the Loan Documents with respect to Collateral need that does not be satisfied with respect toresult in such consequences, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes any Excluded Accounts, (c) the Collateral Agent at assets of any time non-wholly owned Subsidiaries pursuant to customary restrictions and from time 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 time not agree to file such contractual limitations, (d) interests in any relevant jurisdiction any initial financing statements 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 (including fixture filingse) with respect to shares or stock in Excluded Subsidiaries, more than 65% to the Collateral extent that the pledge of more than 65% of such shares or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing stock of any financing statement or amendmentExcluded Subsidiary would result in an adverse tax consequence to Borrower.
3.3 [Reserved].
3.4 If this Agreement is terminated, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Agent’s Lien in the Collateral granted under this Agreementshall continue until the Secured Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Secured Obligations (other than inchoate indemnity obligations) and at such time as the Lenders’ obligation to make credit extensions has terminated, including describing such property as “all assets” or “all personal property” or words Agent shall, at the sole cost and expense of similar effect. Each Pledgor agrees to provide such information to Borrower, release its Liens in the Collateral Agent promptly upon request. The Collateral Agent is further authorized and all rights therein shall revert 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 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 Pledgor constituting Patents, Trademarks or CopyrightsBorrower.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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, including the Guaranty, each Pledgor Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title and or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor Grantor or in which such Pledgor 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) collection 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 theretoall Commercial Tort Claims listed on Schedule II hereto;
(iv) all DocumentsDeposit Accounts;
(v) all EquipmentDocuments;
(vi) all Equipment;
(vii) all Fixtures;
(viiviii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) all Goods;
(x) all Instruments;
(xi) all Intellectual 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)Inventory;
(xii) all Inventory (including reusable water containers)Investment Property;
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article IISecurities;
(xiv) 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;
(xv) all Letters of Credit and Letter-of-Credit Rights;
(xvi) all Money; and
(xviiixvii) 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, Supporting Obligations 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. Notwithstanding ; provided that notwithstanding anything to the contrary in any Loan Documentsthis Agreement, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the any Excluded PropertyAsset or any Excluded Security.
(b) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Administrative Agent for the benefit of the Secured Parties at any time and from time to time to 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 Collateral as all assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (iA) whether such Pledgor Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Pledgor, Grantor and (iiB) 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 Collateral granted under this Agreement, including describing such property as “all assets” or “all personal property” or words of similar effectrelates. Each Pledgor Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon any reasonable request. 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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) 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 Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby Borrower grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Agent a security interest (the “Security Interest”) in all of Borrower’s right, title title, and interest in or in, 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 Pledgor or in which such Pledgor 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) all Accounts;
(ii) all Chattel Paper;
(iii) collection 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable Goods; and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property (including all claims for, tangible and rights to ▇▇▇ for, past or future infringements or violations intangible personal property of any Intellectual Property and all income, royalties, damages and payments Borrower whether now or hereafter due owned or existing, leased, consigned by or to, or acquired by, Borrower and payable with respect to wherever located, and any Intellectual Property, including damages and payments for past of Borrower’s property in the possession or future infringements or violations under the control of any Intellectual Property);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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 CollateralAgent; and
(xviii) 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, Supporting Obligations and products Proceeds of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any person with respect to any 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”).
3.2 Notwithstanding anything 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 extent such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 9406, 9407 and 9408 of the UCC), (b) any Loan DocumentsExcluded Account, this Agreement shall not constitute (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 (and the Article 9 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 shall not include)without any action by Borrower, and the other provisions of the Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such PledgorLenders, (iid) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Collateral relates any Intellectual Property and (iiie) a description of Collateral that describes such property in any other manner as particular asset if the Collateral Agent may reasonably determine is necessary pledge thereof or advisable to ensure the perfection of 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 (1) to apply to the extent that any described prohibition or restriction is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law or (2) to apply to the 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 such asset.
3.3 At such time as the Secured Obligations (other than inchoate indemnity obligations) are paid in full in cash, Agent’s Lien on the Collateral granted under this Agreementshall be released and all rights therein shall revert to Borrower, including describing such property as “all assets” or “all personal property” or words of similar effect. Each Pledgor and, at Borrower’s sole cost and expense, Agent agrees to provide such information to the Collateral Agent promptly upon request. 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) execute such documents and take such other steps as may be are reasonably necessary or advisable for Borrower to accomplish the purpose of perfectingforegoing, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor, without the signature of any Pledgor, all at Borrower’s sole cost 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 Pledgor constituting Patents, Trademarks or Copyrightsexpense.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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 performance, as the case may be, in full of the Secured Guaranteed Obligations, each Pledgor Guarantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “"Security Interest”") in all right, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor Guarantor or in which such Pledgor 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) collection accounts, all cash and 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment IntangiblesInstruments;
(ix) Goodsall Inventory;
(x) all InstrumentsInvestment Property;
(xi) all Intellectual 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)Letter-of-Credit Rights;
(xii) all Inventory (including reusable water containers)Commercial Tort Claims;
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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; and
(xviiixiv) 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 Proceedsproceeds, Supporting supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documentsthis Agreement, this Agreement shall not constitute a grant of a security interest (other than the grant of security interest in (the Pledged Stock pursuant to Section 3.01) in, and the "Article 9 Collateral 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 updated from time to time, that can be perfected upon the filing of a financing statement), and (b) any Material Pledged Debt Securities or any debt securities that may be pledged pursuant to any foreign pledge agreement under the other provisions terms of the Loan Documents Credit Agreement, (c) any assets of 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 respect 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 need not be satisfied with respect 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 Excluded Propertytypes described in clauses (c) and (d) above, other than those set forth in a joint venture agreement to which Holdings or any Subsidiary is a party .
(b) Each Pledgor Guarantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the 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 Pledgor Guarantor is an organization, the type of organization and any organizational identification number issued to such PledgorGuarantor, (ii) in the case of a financing statement filed as a fixture filingFixtures, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of Collateral 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 personal property” or words of similar effect". Each Pledgor Guarantor agrees to provide such information to the Collateral Agent promptly upon request. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor officeoffice 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 granted by each PledgorGuarantor, without the signature of any PledgorGuarantor, and naming any Pledgor Guarantor or the Pledgors Guarantors 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9
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 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 Obligationsobligations under this Agreement, each Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured PartiesPromissory Note, and hereby any other loan documents executed contemporaneously with this Agreement, Grantor grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Party a security interest (the “Security Interest”) in all right, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor 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) collection accountsall goodwill of the business connected with the use of, Deposit Accountsand symbolized by, Securities Accounts, Commodity Accounts each Patent 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property (including all claims for, and rights to ▇▇▇ for, past or future infringements or violations of any Intellectual Property and all income, royalties, damages proceeds and payments now liabilities at any time due or hereafter due payable or asserted under and payable with respect to any Intellectual Property, including damages and payments for past or future infringements or violations of any Intellectual Property);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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; and
(xviii) 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, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. 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 contrary in any Loan Documents“Patent Collateral”) of Grantor whether now owned or existing or hereafter acquired or arising, this Agreement shall not constitute a grant of a security interest in (and the Article 9 Collateral shall not include)whether now existing or hereafter arising, and wherever located (the “Collateral”). The obligations secured include any payment of attorneys’ fees and other provisions of the Loan Documents with respect expenses incurred by Secured Party to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at enforce or collect any time and from time obligation secured by this Agreement. In addition to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 granted above, Collateral includes all the Collateral granted under this Agreementfollowing, including describing such property as “all assets” whether now owned or “all personal property” existing or words of similar effect. Each Pledgor agrees to provide such information to the Collateral Agent promptly upon request. The Collateral Agent is further authorized to file with the United States Patent hereafter acquired or arising, whether now existing or hereafter arising, and Trademark Office or United States Copyright Office (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 granted by each Pledgor, without the signature wherever located:
a. All products and proceeds of any Pledgorof the property described in this Collateral section.
b. All accounts, contract rights, rents, monies, payments, 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 all 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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 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 Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and Company hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (in, all of the “Security Interest”) in all Company’s right, title 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 Pledgor or in which such Pledgor 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) Receivables, whether now owned and existing or hereafter acquired or arising, together with all Chattel Paper;
(iii) collection accounts, Deposit Accounts, Securities Accounts, Commodity Accounts Receivable Assets and any cash or other assets held in such accounts and any security entitlements and other rights Collections with respect thereto;
(ivb) each of the Origination Agreements, the Collection Account Agreements and the Servicing Agreement, including, in respect of each agreement, (A) all Documents;
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, (vB) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property (including all claims for, and rights of the Company to ▇▇▇ for, past or future infringements or violations receive proceeds of any Intellectual Property and all incomeinsurance, royaltiesindemnity, damages and payments now warranty or hereafter due and payable guaranty with respect to any Intellectual Propertysuch 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 damages the rights of the Company to enforce such agreement and payments for past to give or future infringements withhold any and all consents, requests, notices, directions, approvals, extensions or violations waivers under or in connection therewith (all of any Intellectual Propertythe foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”);
(xiic) the Collection Accounts, including (A) all Inventory (including reusable water containers);
(xiii) funds and other evidences of payment held therein and all Investment Property other than the Pledged Collateralcertificates and instruments, which is governed by Article II;
(xiv) all Letters of Credit and Letter of Credit Rights;
(xv) all Commercial Tort Claimsif any, individually in excess of $3,000,000, as described from time to time on Schedule IV;
representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (xviB) all mineralsinvestments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, oil, gas and As-Extracted Collateral;
(xviiC) all books notes, certificates of deposit and records pertaining other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Article 9 CollateralCollateral 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
(xviiid) substitutionsthe Company Concentration Account and the Payments Reserve Accounts, replacementsincluding (A) all funds and other evidences of payment held therein and all certificates and instruments, accessionsif any, products from time to time representing or evidencing the Company Concentration Accounts or any funds and Proceeds other evidences of payment held therein, (including insurance proceedsB) 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, licenses(C) all notes, royaltiescertificates of deposit and other instruments from time to time hereafter delivered or transferred to, incomeor otherwise possessed by, paymentsthe Collateral Agent for and on behalf of the Company in substitution for the then existing Company Concentration Accounts, claimsand (D) all interest, damages dividends, cash, instruments and proceeds other property from time to time received, receivable or otherwise distributed in respect of suitor in exchange for the then existing Company Concentration Accounts;
(e) all 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 (as those terms are defined in the UCC as in effect on the date hereof in the State of New York) in which the Company has any interest; and
(f) to the extent not otherwise includedincluded in the foregoing, all Proceeds, Supporting Obligations and products proceeds of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything In addition to the contrary in any Loan Documentsrights and remedies herein set forth, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time shall have all of the rights and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) 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 contain the information required by Article 9 remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the Uniform Commercial Code of each UCC and other applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or Copyrightslaw.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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 performance, as the case may be, in full of the Secured Obligations, each Pledgor Grantor hereby pledges pledges, assigns and grants to the Collateral Agent, its successors on behalf of and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured PartiesCreditors, a security interest (the “Security Interest”) in all of its right, title 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 Pledgor or in Grantor, and regardless of where located (all of which such Pledgor 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) collection 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 theretoall Intellectual Property;
(iv) all Documents;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment IntangiblesGoods;
(ix) Goodsall Instruments;
(x) all InstrumentsInventory;
(xi) all Intellectual 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 Investment Property, including damages and payments for past or future infringements or violations of any Intellectual Property);
(xii) all Inventory (including reusable water containers)Letter-of-Credit Rights and Supporting Obligations;
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article IIDeposit Accounts;
(xiv) all Letters of Credit and Letter of Credit RightsVehicles;
(xv) all Commercial Tort Claims, individually in excess of $3,000,000, Claims as described specified from time to time on in Schedule IVIV hereto (as the same may be updated from time to time in accordance with the terms hereof);
(xvi) all mineralscash 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, oilfor its benefit and for the benefit of the other Secured Creditors, gas and As-Extracted Collateralor 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 books, records, files, correspondence, computer programs, tapes, disks and records related data processing software which contain information identifying or pertaining to any of the Article 9 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
(xviiixix) substitutionsany and all accessions to, substitutions for and replacements, accessions, products and Proceeds cash and non-cash proceeds (including insurance proceedsStock Rights) of the foregoing (including any claims to any items referred to in this definition and any claims against third parties for loss of, licenses, royalties, income, payments, claims, damages and proceeds of suit) and damage to the extent not otherwise included, all Proceeds, Supporting Obligations and products or destruction of any and or all of the foregoing and all collateral security and guarantees given by any person 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 foregoingpayment of money, Chattel Paper, collateral agreements and other documents. Notwithstanding the foregoing or anything herein to the contrary contrary, in any Loan Documents, this Agreement no event shall not constitute a grant of a security interest in (and the “Article 9 Collateral shall not include), and Collateral” include or the other provisions of the Loan Documents with respect Security Interest attach to Collateral need not be satisfied with respect to, the any Excluded PropertyCollateral.
(b) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Creditors at any time and from time to time to file in any relevant U.S. jurisdiction any initial financing statements (including fixture filings) statements, with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, describe the type of organization and any organizational identification number issued to such Pledgor, (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 collateral covered thereby in any other manner as that the Collateral Agent may reasonably determine determines is necessary or advisable to ensure the perfection of the security interest in the Collateral granted under this Agreement, including describing such property indicating the Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC 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 Pledgor Grantor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor, without the signature of any Pledgor, Grantor and naming any Pledgor Grantor or the Pledgors Grantors 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 Pledgor constituting Patents, Trademarks or Copyrightscreditor.
(c) The Security Interest is and the security interest granted pursuant to Article II are granted as security only and shall not subject the Collateral Agent or any other Secured Party Creditor to, or in any way alter or modify, any obligation or liability of any Pledgor 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) 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 Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby Borrower grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Agent a security interest (the “Security Interest”) in all of Borrower’s right, title title, and interest in or in, 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 Pledgor or in which such Pledgor 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) all Accounts;
(ii) all Chattel Paper;
(iii) collection 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable Goods; and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property (including all claims for, tangible and rights to ▇▇▇ for, past or future infringements or violations intangible personal property of any Intellectual Property and all income, royalties, damages and payments Borrower whether now or hereafter due owned or existing, leased, consigned by or to, or acquired by, Borrower and payable with respect to wherever located, and any Intellectual Property, including damages and payments for past of Borrower’s property in the possession or future infringements or violations under the control of any Intellectual Property);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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 CollateralAgent; and
(xviii) 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, Supporting Obligations and products Proceeds of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any person with respect to any replacements for, and rents, profits and products of each of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes 3.2 Notwithstanding the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 broad grant of the security interest set forth in Section 3.1, above, the Collateral granted under this Agreement, including describing such property as shall not include (a) any “intent to use” trademarks at all assets” or “all personal property” or words of similar effect. Each Pledgor agrees to provide such information times prior to the Collateral Agent promptly upon request. The Collateral Agent is further authorized to file 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 Copyright 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 officeprovision) such documents as may be necessary intent-to-use application shall constitute Collateral, and (b) nonassignable licenses or advisable for contracts, which by their terms require the purpose consent of perfectingthe licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgorincluding, without the signature of any Pledgorlimitation, Sections 9406, 9407 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out 9408 of the Article 9UCC).
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 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 ObligationsParties, each Pledgor hereby pledges a continuing security interest in, all of the Issuer’s right, title and interest in, to and under all of the Collateral Agentfollowing, its successors 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 permitted assignsLock-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 Collateral Agent, its successors and permitted assigns, Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a security interest (secured party under any applicable UCC. The Issuer hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “Security Interest”) in all right, title and interest in or to any and 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 Pledgor or wording may be broader in which such Pledgor 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 (collectivelyoccurrence of the Final Payout Date, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) collection accountsCollateral shall be automatically released from the lien created hereby, 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable this Agreement and all other Payment Intangibles;
obligations (ix) Goods;
(x) all Instruments;
(xi) all Intellectual 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);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xivthose expressly stated to survive such termination) 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; and
(xviii) 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, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of Administrative Agent, the foregoing. Notwithstanding anything to the contrary in any Loan Documents, this Agreement shall not constitute a grant of a security interest in (and the Article 9 Collateral shall not include), Purchasers and the other provisions Credit Parties hereunder shall terminate, all without delivery of the Loan Documents with respect to Collateral need not be satisfied with respect toany instrument or performance of any act by any party, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect all rights to the Collateral or shall revert to the Issuer; provided, however, that promptly following written request therefor by the Issuer delivered to the Administrative Agent following any part thereof such termination, and amendments thereto that contain at the information required by Article 9 sole expense of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organizationIssuer, the type of organization Administrative Agent shall authorize or execute, as applicable, and any organizational identification number issued deliver to the Issuer UCC termination statements and such Pledgor, (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 documents as the Collateral Agent may Issuer shall reasonably determine is necessary or advisable request to ensure the perfection of the security interest in the Collateral granted under this Agreement, including describing evidence such property as “all assets” or “all personal property” or words of similar effect. Each Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or Copyrightstermination.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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 security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all of such Grantor’s right, title and or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor Grantor or in which such Pledgor 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) collection 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 theretoall Documents;
(iv) all DocumentsEquipment;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viiivi) loans receivable and all other Payment Intangibles;
(ix) Goods;
(xvii) all Instruments;
(xiviii) all Intellectual 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)Inventory;
(xiiix) all Inventory (including reusable water containers)Investment Property;
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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;
(xviix) 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 Collateral as to which perfection of a security interest in such Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property; and
(xviiixiv) 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, Supporting Obligations 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. Notwithstanding ; provided that, notwithstanding anything to the contrary in any Loan Documentsthis Agreement, 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), and the other provisions of the Loan Documents with respect to Collateral need not be satisfied with respect to, the include any Excluded PropertyAssets.
(b) Each Pledgor Subject to Section 3.01(e), each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to 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 Uniform Commercial Code UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Pledgor, (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 effectGrantor. Each Pledgor Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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 executed by each Grantor which shall be executed by each Grantor upon reasonable request of the Collateral Agent 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 and naming any Grantor or the Grantors as debtors 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 non-United States jurisdiction.
(e) 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 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), (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 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” except as otherwise set forth in this Section 3.01(e), (iii) to take any action pursuant to this Agreement (other than the actions listed in clauses (i)(A) and (C) above) with respect to any assets located outside of the United States, (iv) to perfect in any assets subject to a certificate of title statute or (v) to deliver any Equity Interests pursuant to this Agreement except as expressly provided in Section 2.01, Section 2.02 or Section 2.04.
Appears in 2 contracts
Sources: Security Agreement, Security Agreement (Tradeweb Markets Inc.)
Security Interest. (a) As collateral security for the payment or performance, as the case may be, in full of the Secured Obligations, including any and all renewals or extensions thereof, each Pledgor hereby pledges delivers, pledges, transfers and collaterally assigns to the Collateral Agent, its successors Pledgee and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assignsPledgee, for the benefit of the Secured Parties, a first priority security interest (the “Security Interest”) in all of such Pledgor’s right, title 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 time hereafter acquired by 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 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 Pledgor 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) collection 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual 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);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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; and
(xviii) 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, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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 the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor Initial Grantor, solely until to the Working Capital Notes Termination, hereby assigns and pledges to the Collateral Agent, its successors and permitted assignsTrustee, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, 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 in, all right, title and or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor Initial Grantor or in which such Pledgor 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) collection accounts, all Deposit Accounts, all Securities Accounts and all Commodities Accounts, Commodity including all Controlled Accounts and any cash or other assets held in such accounts and any security entitlements and other rights Pledged Risk Retention Instruments Account, together with respect all amounts on deposit from time to time thereto;
(iv) all Documents;
(v) all Equipment;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesGoods;
(viii) loans receivable and all other Payment IntangiblesInstruments;
(ix) Goodsall Inventory;
(x) all InstrumentsInvestment Property;
(xi) all Intellectual 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);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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;
(xii) 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 statement;
(xiv) all Intellectual Property and Licenses; and
(xviiixv) 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, Supporting Obligations 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. Notwithstanding ; provided that, notwithstanding anything to the contrary in any Loan Documentsthis Agreement, 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 Collateral” shall not include)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) a Lien on and security in such property shall be automatically deemed granted on any and all Proceeds of Excluded Assets, to the other provisions of the Loan Documents with respect to extent such Proceeds do not themselves constitute Initial Collateral need not be satisfied with respect to, the Excluded PropertyAssets.
(b) Each Pledgor Subject to Section 3.01(e), each Initial Grantor hereby irrevocably authorizes (but does not obligate) the Collateral Agent Trustee, prior to the Working Capital Notes Termination, for the benefit of the Secured Parties at any time and from time to time to 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,” “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 Uniform Commercial Code UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Pledgor, (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 effectInitial Grantor. Each Pledgor Initial Grantor agrees to make such filings and to provide such information to the Collateral Agent Trustee promptly upon any reasonable request. 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Article 9 Security Interest is granted as security only and shall not subject the Collateral Agent Trustee or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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) As Each Grantor, as security for the payment or performance, as the case may be, and performance in full of the Secured Obligations, each Pledgor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor Grantor or in which such Pledgor 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) collection all cash, money and deposit 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 Documentsdocuments (including electronic documents);
(v) all Equipmentgoods (including all equipment, fixtures and any accessions thereto);
(vi) all Fixtures;
(vii) all General Intangibles;
(vii) all instruments (including promissory notes);
(viii) loans receivable and all other Payment Intangiblesinventory;
(ix) Goodsall Investment Property;
(x) all Instrumentsinsurance claims and proceeds;
(xi) all Intellectual 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)letter-of-credit rights;
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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; and
(xviiixiii) 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 Proceedsproceeds, Supporting Obligations supporting obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor Grantor is an organization, the type of organization and any organizational identification number issued to such PledgorGrantor, (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 collateral that describes such property in any other manner as the Collateral Administrative Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreementto the Administrative Agent, including describing such property as “all assets” or “all personal property” or words of similar effect”. Each Pledgor Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon request. Each Grantor also ratifies its authorization for the Administrative Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Administrative Agent is further authorized to file with the United States Patent and Trademark Office or and the United States Copyright Office (or any successor officeoffice 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 granted by each PledgorGrantor, without the signature of any PledgorGrantor, and naming any Pledgor Grantor or the Pledgors Grantors as debtors and the Collateral Administrative 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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 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 ObligationsParty, each Pledgor including, without limitation, the Aggregate Contingent Interest, and the prompt performance when due of all covenants of the Borrower hereunder and under any other Transaction Document, whether now or hereinafter existing or arising, due or to become due, direct or indirect, the Borrower hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a continuing, first priority security interest (in, and assignment of, all of the “Security Interest”) in Borrower’s rights, 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 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 and rights to and against the Trustees, the Custodian and/or the Securities Intermediary, as applicable; the Collection Account, the Payment 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 the initial Advance Date and each Advance Date related to an Additional Policy Advance, if any, 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 and absolute 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 Borrower or 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 other provision of any Transaction Document, the Administrative Agent shall have no duty or obligation to file such financing statements, continuation statements or amendments thereto; and 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 Borrower to file such item or items, then the Borrower shall not be and shall not be deemed to be 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 have 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 thereto, except to the 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 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 and all of such Collateral or the following assets and properties now owned or at any time hereafter acquired by such Pledgor or in which such 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) collection 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual 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);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) all Letters of Credit and Letter of Credit Rights;
(xv) all Commercial Tort Claims, individually proceeds thereof that are in excess of $3,000,000, as described from time to time on Schedule IV;
(xvi) all minerals, oil, gas its payment obligations hereunder and As-Extracted Collateral;
(xvii) all books and records pertaining to the Article 9 Collateral; and
(xviii) 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, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or CopyrightsLender Notes.
(c) The Security Interest is granted Upon the receipt by the Lenders of the Net Proceeds after the sale of a Pledged Policy, in each case, pursuant to Section 2.7, the security interest of the Administrative Agent in such Pledged Policy for the benefit of the Secured Parties shall be released and the Administrative Agent agrees to file, promptly upon request, such releases or assignments, as security only and shall not subject the Collateral Agent or any other Secured Party toapplicable, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out such Pledged Policy, request the Securities Intermediary to deliver to the Borrower the Change Forms delivered to it in blank by the Borrower pursuant to Section 2.6(b) related to such Pledged Policy, and to take such other actions as the Borrower shall reasonably request in order to evidence any such release of such Pledged Policy. Upon the repayment of all of the Article 9Borrower’s Advances then outstanding and all other Obligations (including, without limitation, the Aggregate Contingent 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 and the Administrative Agent agrees to file, promptly upon request, such releases or assignments, as applicable, request the Securities Intermediary to deliver to the Borrower all Change Forms delivered to it in blank by the Borrower pursuant to Section 2.6(b), and to take such other actions as the Borrower shall reasonably request in order to evidence any such release.
Appears in 2 contracts
Sources: Loan and Security Agreement (Emergent Capital, Inc.), Loan and Security Agreement (Imperial Holdings, 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 Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby Obligor grants to the Collateral Agent, its successors and permitted assignsLender, for the benefit of the Secured Partiesits benefit, a security interest (the “Security Interest”) in all of such ▇▇▇▇▇▇▇’s right, title 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 Pledgor or in which such Pledgor 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) collection accountsany joint venture agreement, 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual 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 limited liability company agreement with respect to any Intellectual Property, including damages and payments for past limited liability company of which Parent or future infringements or violations of any Intellectual Property);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other Subsidiary owns less than the Pledged Collateral, which is governed by Article II;
(xiv) 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; and
(xviii) 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, Supporting Obligations and products of any and all 100% of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, this Agreement shall not constitute membership interest (a “JV Agreement”) if grant of a security interest in (and the Article 9 Collateral shall not include)would cause a breach of such JV Agreement, and (iv) until repayment or prepayment of DSM Tranche 3, all equity interests held by the other provisions 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 Intellectual Property or JV Agreement or, after repayment or prepayment of DSM Tranche 3, any equity interests held by the Loan Documents with respect to Collateral need not be satisfied with respect toBorrower in Amyris RealSweet, the Excluded PropertyLLC.
(b) Each Pledgor hereby irrevocably authorizes 3.3 Parent shall, as security for the Collateral Agent at any time and from time Secured Obligations, cause each Subsidiary Guarantor to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect grant to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) in the case of a financing statement filed as a fixture filingLender, 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 all of such Subsidiary Guarantor’s assets pursuant to such Security Documents as the Lender may require.
3.4 Each Obligor hereby authorizes Lender to file financing statements, without notice to Obligor, with all jurisdictions deemed necessary or appropriate by Lender to perfect or protect ▇▇▇▇▇▇’s interest or rights hereunder. Such financing statements may indicate the Collateral granted under this Agreement, including describing such property as “all assets” or “all personal propertyassets of the Debtor” or words of similar effect. Each Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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 ObligationsLiabilities, each Pledgor the Guarantor hereby pledges to transfers, grants, bargains, conveys, hypothecates, pledges, sets over, delivers and confers unto the Collateral Agent, its successors and permitted assigns, Agent for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the benefit of the Secured Parties, Parties a security interest (the “Security Interest”) in all its right, title and interest in or to any and all of the following assets and properties (the "COLLATERAL"), whether now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):hereinafter acquired:
(i) all AccountsAccounts (including Health-Care-Insurance Receivables, if any) howsoever arising in connection with sale or lease of goods or services by the Guarantor to customers or any other Person (as defined in the Securities Purchase Agreement);
(ii) all Chattel Paper;
(iii) collection 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 theretoInstruments (including Promissory Notes);
(iv) all Documents;
(v) General Intangibles (including, without limitation, Payment Intangibles, Software, contract rights, credits, claims, demands, debts, choses in action, trade-marks, patents, and all Equipmentother intellectual property including, copyrights, and including in each case any documentation pertaining thereto);
(vi) all FixturesLetter-of-Credit Rights;
(vii) all General IntangiblesSupporting Obligations;
(viii) loans receivable and all other Payment IntangiblesDeposit Accounts;
(ix) GoodsInvestment Property (including without limitation certificated and uncertificated Securities), Securities Accounts, Security Entitlements, Commodity Accounts, and Commodity Contracts);
(x) all InstrumentsInventory;
(xi) all Intellectual Property Equipment (including all claims forsoftware, and rights to ▇▇▇ forwhether or not the same constitutes embedded software, 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 Propertyused in the operation thereof);
(xii) all Inventory (including reusable water containers)Money, including, without limitation, amounts deposited into escrow or with, third parties;
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article IIFixtures;
(xiv) all Letters All rights to merchandise and other goods (including rights to returned or repossessed Goods and rights of Credit and Letter stoppage in transit) which is represented by, arises from, or relates to any of Credit Rightsthe 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 Commercial Tort Claimsrights of the Guarantor to retrieve the same from third parties, individually 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 excess of $3,000,000, as described from time to time on Schedule IVwhich the same are reflected or maintained;
(xvi) all mineralsAll Accessions and additions to, oiland substitutions and replacements of, gas and As-Extracted Collateral;
(xvii) all books and records pertaining to the Article 9 Collateral; and
(xviii) 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, Supporting Obligations and products of any and all of the foregoing foregoing; and
(xvii) All Proceeds and all collateral security and guarantees given by any person with respect to any products of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, this Agreement shall not constitute a grant of a security interest in (and the Article 9 Collateral shall not include), and the other provisions all insurance of the Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time foregoing and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 proceeds 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.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9;
Appears in 2 contracts
Sources: Guaranty and Security Agreement (Mitel Networks Corp), Guaranty and Security Agreement (Mitel Networks Corp)
Security Interest. (a) As Each Grantor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as security for the payment or and performance, as the case may be, in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured PartiesObligations (other than contingent obligations), a security interest (the “Security Interest”) in all right, title and 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 Pledgor Grantor or in which such Pledgor Grantor now has or at any time in the future may acquire any right, title or interest (but excluding any Excluded Property, collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) collection 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 theretoall Documents;
(iv) all DocumentsEquipment;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(vi) all Goods;
(vii) all Instruments, including all Pledged Securities;
(viii) loans receivable all Inventory or documents of title, customs receipts, insurance certificates, shipping documents and all other Payment Intangibleswritten materials related to the purchase or import of any Inventory;
(ix) Goodsall Investment Property;
(x) all InstrumentsIntellectual Property;
(xi) all Intellectual 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)Pledged Collateral;
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) all Letters of Credit Records 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;
(xiii) all letters of credit under which such Grantor is the beneficiary and Letter-of-Credit Rights;
(xiv) all Supporting Obligations;
(xv) all cash and Cash Equivalents;
(xvi) 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;
(xvii) all rights to any price protection payments, rebates, discounts, credits, factory holdbacks, incentive payments and other amounts which at any time are due Grantors from a Floorplan Approved Vendor (as defined in the Revolving Credit Agreement) in connection with Floorplan Financed Inventory (as defined in the Revolving Credit Agreement);
(xviii) all other personal property whatsoever of such Grantor; and
(xviiixix) 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, Supporting Obligations all accessions to and substitutions and replacements for and products of any and all of the foregoing and all offsprings, rents profits and products of any of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) [Reserved].
(c) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (ix) whether such Pledgor Grantor is an organization, the type of organization and any organizational identification number issued to such Pledgor, Grantor and (iiy) 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 effectrelates. Each Pledgor Grantor agrees to provide such information to the Collateral Agent promptly upon written request. 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.
(d) 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 or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each PledgorGrantor, with or without the signature of any PledgorGrantor, and naming any Pledgor Grantor or the Pledgors Grantors as debtors and the Collateral Agent as secured party. Notwithstanding anything The Collateral Agent agrees, upon request by the Borrower and at the Borrower’s expense, to promptly furnish copies of such filings 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 Pledgor constituting Patents, Trademarks or CopyrightsBorrower.
(ce) The Security Interest is granted as security only and and, except as otherwise required by applicable law, shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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, and 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 1 contract
Sources: Guarantee and Collateral Agreement (ConvergeOne Holdings, Inc.)
Security Interest. To secure the payment and performance of that certain 90 Day Secured Note dated of even date herewith in the original principal amount of $1,569,001 (the "90 Day Note") in favor of Secured Party and that certain Four Year Secured Note dated of even date herewith in the original principal amount of $1,100,000 (the "Four Year Note") in favor of Secured Party, and all of the obligations of Debtor, Debtor grants to Secured Party a security interest in the following described property (the "Collateral") of Debtor, wherever located, whether now owned or existing or hereafter acquired, arising, or existing:
(a) As all properties, rights, and interests of Debtor which are at any time in the possession, custody, or control of Debtor or any of its agents, affiliates, or correspondents, for any purpose, including those assets set forth in Exhibit A as attached hereto;
(b) all furniture, fixtures, machinery, equipment and similar goods, together with all attachments, accessions, tools, parts, accessories, supplies, increases and additions thereto and all replacements or substitutions thereof;
(c) all rents, payments, monies, and all other rights arising out of the sale, lease, or other disposition of the Collateral;
(d) all money and other property now or at any time in the possession or under the control of, or in transit to Secured Party;
(e) all proceeds, products, additions to, substitutions and replacements for, and accessions of, any and all Collateral described in this Section 2.1; "proceeds" includes, without limitation, (i) all proceeds of any insurance (including any surrender value therefor, any right to return, or unearned premiums), causes and rights of action, remedies, privileges, settlements, judicial and arbitration judgments and awards, indemnities, liens, warranties, or guaranties payable from time to time with respect to or security for any of the Collateral; (ii) all payments (in any form) made or due and payable to Debtor from time to time in connection with any requisition, confiscation, condemnation, seizure, or forfeiture of all or any part of the Collateral by any governmental authority; (iii) any equipment provided in substitution for or payment of any Collateral; and (iv) all other amounts from time to time paid or performancepayable under or in connection with any of the Collateral; and
(f) all books, as records and data relating to the case may beCollateral, in full any form whatsoever, including any form of the Secured Obligationswriting, each Pledgor hereby pledges to the Collateral Agentphotograph, its successors and permitted assignsmicrofilm, for the benefit microfiche, or electronic media, together with all of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all Debtor's right, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor or in which such 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) collection 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual 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);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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; and
(xviii) 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, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 computer software required to take create, maintain, process or otherwise utilize any action under the laws of any jurisdiction other than the United States of America (such books, records 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 Copyrightsdata.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured ObligationsObligations when due, each Pledgor hereby collaterally assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor or in which such 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) collection accounts, all cash and 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;
(vi) all Fixtures;
(vii) all General Intangibles;
Intangibles (viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual 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);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article IIIII);
(xivviii) all Letters of Credit and Instruments (other than the Pledged Collateral, which is governed by Article III);
(ix) all Intellectual Property;
(x) all Inventory;
(xi) all Investment Property (other than the Pledged Collateral, which is governed by Article III);
(xii) all Letter of Credit Rights;
(xvxiii) all Commercial Tort Claims, individually in excess of Claims reasonably estimated to exceed $3,000,00015,000,000 individually, as described from time to time on Schedule IVII hereto;
(xvi) all minerals, oil, gas and As-Extracted Collateral;
(xviixiv) all books and records pertaining to the Article 9 Collateral; and
(xviiixv) 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, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything to the contrary in this Agreement or any other Loan DocumentsDocument, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Securities and the Excluded Property. In addition, for the avoidance of doubt, the provisions of Section 9.22 of the Credit Agreement (or any Equivalent Provision thereof) and 7.24 of this Agreement shall apply to all the terms and provisions of this Agreement.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such 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 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 personal property” or words of similar effect. Each Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor in such Pledgor’s United States registered or pending Patents, Trademarks and Copyrights, without the signature of any such Pledgor, and naming any 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 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 Pledgor constituting Patents, Trademarks or CopyrightsCopyrights or any other assets.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9
Appears in 1 contract
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) of all the Secured Obligations, each Pledgor hereby pledges to the Collateral Agent, its successors and permitted assignsBorrower (including, for the benefit avoidance of doubt, the Secured Parties, and hereby Parent Company upon its delivery of a Joinder Agreement to Agent) grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Agent a security interest (the “Security Interest”) in all of Borrower’s right, title 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 Pledgor or in which such Pledgor 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) all Accounts;
(ii) all Chattel Paper;
(iii) collection 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable Goods; and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property (including all claims for, tangible and rights to ▇▇▇ for, past or future infringements or violations intangible personal property of any Intellectual Property and all income, royalties, damages and payments Borrower whether now or hereafter due owned or existing, leased, consigned by or to, or acquired by, Borrower and payable with respect to wherever located, and any Intellectual Property, including damages and payments for past of Borrower’s property in the possession or future infringements or violations under the control of any Intellectual Property);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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 CollateralAgent; and
(xviii) 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, Supporting Obligations and products Proceeds of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any person with respect to any 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 anything to the contrary in any Loan Documentsforegoing, this Agreement shall not constitute if a grant of 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 Article 9 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. Notwithstanding the broad grant of the security interest set forth this Section 3, the Collateral shall not include), and the other provisions of the Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including include (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such PledgorIntellectual Property, (ii) in the case of a financing statement filed as a fixture filing, a sufficient description more than 65% of the real property to which such Collateral relates presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower in any Foreign Subsidiary and (iii) a description of Collateral that describes such property in any other manner as nonassignable licenses or contracts, which by their terms require the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection consent of the security interest in the Collateral granted under this Agreement, including describing such property as “all assets” licensor thereof or “all personal property” or words of similar effect. Each Pledgor agrees to provide such information another party (but only to the Collateral Agent promptly upon request. The Collateral Agent extent such prohibition on transfer 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 or advisable for the purpose of perfectingenforceable under applicable law, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgorincluding, without the signature of any Pledgorlimitation, Sections 9406, 9407 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out 9408 of the Article 9UCC).
Appears in 1 contract
Security Interest. Subject only to the Capmark Security Interests and the Omega Security Interests (a) As the priorities with respect to each of which shall be as set forth in the Intercreditor Agreement applicable thereto), as security for the prompt and complete payment or performance, as the case may be, in full and performance of all of the Secured ObligationsLiabilities when due or declared due, each Pledgor the Borrower hereby pledges grants, pledges, conveys and transfers to the Collateral Agent, its successors Lender a continuing security interest in and permitted assigns, for the benefit to all of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all Borrower’s right, title 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 existing or hereafter acquired by such Pledgor owned, arising or in which such Pledgor now has or at any time in the future may acquire any rightacquired, title or interest and wheresoever located (collectively, the “Article 9 Collateral”):
): (ia) all of Borrower’s Accounts;
, including, without limitation, Health-Care-Insurance Receivables (iias defined in the Code), but excluding Government Accounts solely to the extent Borrower is restricted from granting a security interest in such Government Accounts pursuant to applicable Laws, contract rights, General Intangibles, tax refunds, chattel paper, instruments, notes, letters of credit, bills of lading, warehouse receipts, shipping documents, documents and documents of title, and all of the Borrower’s Tangible Chattel Paper, Documents, Electronic Chattel Paper, Letter-of-Credit Rights, Software, Supporting Obligations and Payment Intangibles (each as defined in the Code); (b) all Chattel Paper;
(iii) collection accounts, of Borrower’s Deposit Accounts, Securities Accounts, Commodity Accounts and other deposit accounts (general or special) with, and credits and other claims against, the Lender, or any cash or other assets held in such accounts financial institution with which the Borrower maintains deposits; (c) all of the Borrower’s monies, and any security entitlements and other rights with respect thereto;
(iv) all Documents;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
property and interests in property of the Borrower, including, without limitation, Investment Property, Instruments, Security Entitlements, Uncertificated Securities, Certificated Securities, Financial Assets, Chattel Paper and Documents (ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property (including all claims foreach as defined in the Code), 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 coming into the actual possession, custody or control of the Lender or any agent or affiliate of the Lender in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise), and, independent of and payable with respect in addition to any Intellectual Propertythe Lender’s rights of setoff (which the Borrower acknowledges), including damages and payments for past or future infringements or violations the balance of any Intellectual Property);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) all Letters of Credit and Letter of Credit Rights;
(xv) all Commercial Tort Claims, individually in excess of $3,000,000, as described account or any amount that may be owing from time to time on Schedule IV;
by the Lender to the Borrower; (xvid) all mineralsinsurance proceeds of or relating to any of the foregoing property and interests in property, oil, gas and As-Extracted Collateral;
all insurance proceeds relating to any key man life insurance policy covering the life of any officer or employee of Borrower; (xviie) all proceeds and profits derived from the operation of the Borrower’s business (including, without limitation, the proceeds of Government Accounts); (f) all of the Borrower’s books and records pertaining records, computer printouts, manuals and correspondence relating to the Article 9 Collateral; and
(xviii) 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, Supporting Obligations and products of any and all of the foregoing and to the Borrower’s business; and (g) all collateral security accessions, improvements and guarantees given by any person with respect to additions to, substitutions for, and replacements, products, profits and proceeds of any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9
Appears in 1 contract
Security Interest. (a) As Each Grantor hereby pledges and grants to the Administrative Agent, for the benefit of the Secured Parties, 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 Obligations, each Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured PartiesObligations (other than contingent obligations), a security interest (the “Security Interest”) in all right, title and 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 Pledgor Grantor or in which such Pledgor Grantor now has or at any time in the future may acquire any right, title or interest (but excluding any Excluded Property, collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) the ▇▇ ▇▇▇▇ Collateral Account and all Chattel Papercash, securities, Instruments and other property deposited or required to be deposited therein;
(iii) collection 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 theretoall Chattel Paper;
(iv) all Documents;
(v) all Equipment;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesGoods;
(viii) loans receivable and all other Payment IntangiblesInstruments, including all Pledged Securities;
(ix) Goodsall Inventory or documents of title, customs receipts, insurance certificates, shipping documents and other written materials related to the purchase or import of any Inventory;
(x) all InstrumentsInvestment Property;
(xi) all Intellectual 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);
(xii) all Inventory (including reusable water containers)Pledged Collateral;
(xiii) all Investment Property other than Records and all books and records pertaining to the Pledged Collateral, which is governed by Article II;
(xiv) all Letters letters of Credit credit under which such Grantor is the beneficiary and Letter of Letter-of-Credit Rights;
(xv) all Commercial Tort Claims, individually in excess of $3,000,000, as described from time to time on Schedule IVSupporting Obligations;
(xvi) all minerals, oil, gas cash and As-Extracted CollateralCash Equivalents;
(xvii) all books Deposit Accounts and records pertaining 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 rights to the Article 9 Collateralany price protection payments, rebates, discounts, credits, factory holdbacks, incentive payments and other amounts which at any time are due Grantors from a Floorplan Approved Vendor in connection with Floorplan Financed Inventory;
(xix) all other personal property whatsoever of such Grantor; and
(xviiixx) 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, Supporting Obligations all accessions to and substitutions and replacements for and products of any and all of the foregoing and all offsprings, rents profits and products of any of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to 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 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (ix) whether such Pledgor Grantor is an organization, the type of organization and any organizational identification number issued to such Pledgor, Grantor and (iiy) 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 effectrelates. Each Pledgor Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon written request. The Collateral Administrative Agent agrees, upon request by the Borrower and at the Borrower’s expense, to promptly furnish copies of such filings to the Borrower.
(c) The Administrative 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 or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each PledgorGrantor, without the signature of any PledgorGrantor, and naming any Pledgor Grantor or the Pledgors Grantors as debtors and the Collateral Administrative Agent as secured party. Notwithstanding anything The Administrative Agent agrees, upon request by the Borrower and at the Borrower’s expense, to promptly furnish copies of such filings 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 Pledgor constituting Patents, Trademarks or CopyrightsBorrower.
(cd) The Security Interest is granted as security only and and, except as otherwise required by applicable law, shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor Grantor with respect to or arising out of the Article 9Collateral. Nothing contained in this Agreement shall be construed to make the Administrative Agent or any other Secured Party liable as a member of any limited liability company or as a partner of any partnership, and neither the Administrative 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 Administrative 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 Administrative Agent, any other Secured Party, any Grantor and/or any other Person.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Forum Merger Corp)
Security Interest. Capitalized terms used in this Section that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the UCC. Borrower, as collateral security for all of the Obligations, hereby pledges, grants, bargains, mortgages, transfers, conveys, hypothecates, assigns and sets over to Lender a first priority Security Interest in, and acknowledges that Lender shall have a continuing Security Interest in, all rights, title and interest of Borrower, whether now existing or hereafter acquired or arising, in and to the following (all of the foregoing shall be hereinafter collectively referred to as the “Collateral”): (a) As security for the payment or performanceProject, including (i) the Equipment (as the case may be, defined in full Article I hereof) and all other parts of the Secured ObligationsProject (irrespective of whether such Equipment or other parts constitute Equipment (as defined under the UCC); (ii) any related software (embedded therein or otherwise); and (iii) all accessories, each Pledgor hereby pledges equipment, parts and appurtenances appertaining or attached to the Collateral AgentProject, its successors and permitted assignsall such parts which are at any time removed therefrom so long as title thereto shall remain vested in Borrower and any and all improvements; (b) all Goods, for including Equipment (as defined under the benefit UCC), Inventory, motor vehicles, Farm Products, Accessions, Fixtures and As Extracted Collateral; (c) all Accounts, General Intangibles (including Payment Intangibles), Chattel Paper (including Tangible Chattel Paper and Electronic Chattel Paper) and Instruments and other agreements, documents, contract rights of any kind, character and description, including the Support Documents, any Fuel Supply Agreements whether or not such agreements constitute Support Documents, the Construction Documents, the Permits and Related Rights, and any other engineering, architectural, design, or other agreements entered into in connection with the purchase of products and supplies or the performance of services related to the Project; (d) all Investment Property; (e) all Deposit Accounts; (f) all Letter of Credit Rights; (g) all Supporting Obligations; (h) all real property, and real property rights owned by Borrower; (i) all present and future proceeds, increases, and profits; (j) any records and data relating to any of the Secured Partiesforegoing, and hereby grants to whether in the Collateral Agentform of a writing, its successors and permitted assignsphotograph, for the benefit microfilm, microfiche, or electronic media, together with all of the Secured Parties, a security interest (the “Security Interest”) in all Borrower’s right, title and interest in and to all computer software required to utilize, create, maintain, and process any such records or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest data on electronic media; (collectively, the “Article 9 Collateral”):k)
(i) all Accounts;
the Required Accounts and any other accounts of Borrower at any financial institution at which the Required Accounts are maintained; (ii) all Chattel Paper;
money, funds, credits and deposits of Borrower therefor; (iii) collection accounts, Deposit Accounts, Securities Accounts, Commodity Accounts all additions and any cash or other assets held in such further deposits to and all interest earned on the accounts and any security entitlements and other rights with respect thereto;
instruments described in subparagraph (k)(i) above; (iv) all Documents;
renewals, rollovers, newly assigned account numbers or receipt numbers, reissued or replacement instruments, receipts or certificates for the accounts and instruments or any portion of the funds represented by the accounts and instruments described in subparagraph (k)(i) above; (v) all Equipment;
rights to receive any proceeds or distribution from the Federal Deposit Insurance Corporation or any such successor organization or any other insurance corporation or surety which becomes obligated to pay Borrower upon the closing or termination of a financial institution; (vi) all Fixtures;
deposit accounts of Borrower which may be maintained with or issued by any financial institution which acquires or merges with the financial institution(s) described in subparagraph (k)(i) above or any successor or which assumes the assets and liabilities of any such financial institutions; (vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property (including all claims for, and rights to ▇▇▇ for, past general intangibles or future infringements or violations of any Intellectual Property and all income, royalties, damages and payments now or hereafter due and payable payment intangibles with respect to any Intellectual Property, including damages the foregoing; and payments for past or future infringements or violations of any Intellectual Property);
(xiil) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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; and
(xviii) 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, Supporting Obligations and products of any and all present and future all combinations, reclassifications, substitutions, renewals and replacements of the foregoing and all collateral security additions, improvements, products of, accessions and guarantees given by any person with respect accumulations to any of the foregoing. Notwithstanding anything to the contrary Collateral specified in any Loan Documents, this Agreement shall not constitute a grant of a security interest in subsections (and the Article 9 Collateral shall not includea) through (k), inclusive together with all proceeds and the other provisions products of the Loan Documents with respect to Collateral need not be satisfied with respect toforegoing, including the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time rents, issues, income, profits, insurance proceeds, condemnation awards and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Collateral or any part avails thereof and amendments thereto that contain the information required all indemnity, warranty or guaranty payable by Article 9 reason of loss or damage to or otherwise in respect of any of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or Copyrightsforegoing.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9
Appears in 1 contract
Sources: Construction Financing Agreement (Blue Sphere Corp.)
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 ObligationsObligations when due, each Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and Borrower hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Silicon a security interest (the “Security Interest”) in all right, title and 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 Pledgor or in which such Pledgor acquired, and wherever located (collectively, the "Collateral"): 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 any rightin Silicon's possession (including claims and credit balances), title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) collection 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property proceeds (including all claims for, and rights to ▇▇▇ for, past or future infringements or violations proceeds of any Intellectual Property insurance policies, proceeds of proceeds and claims against third parties), all income, royalties, damages products 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);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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; and
(xviii) 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, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect related to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, this Agreement shall not constitute a grant of a security interest in foregoing (and the Article 9 Collateral shall not include), and the other provisions all of the Loan Documents foregoing, together with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file all other property in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Collateral which Silicon may now or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) in the case of future be granted a financing statement filed as a fixture filinglien or security interest, a sufficient description of the real property is referred to which such Collateral relates and (iii) a description of Collateral that describes such property in any other manner herein, collectively, 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"Collateral").* *NOTWITHSTANDING THE FOREGOING, including describing such property as “all assets” or “all personal property” or words of similar effect. Each Pledgor agrees to provide such information to the Collateral Agent promptly upon request. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office THE COLLATERAL SHALL NOT INCLUDE ANY RIGHTS TO EXERCISE ANY PUT UNDER THE EQUITY LETTER AGREEMENT DATED MARCH 30, 1999 BETWEEN BORROWER AND CERTAIN INVESTORS, PURSUANT TO WHICH BORROWER HAS THE RIGHT TO REQUIRE SUCH INVESTORS TO PURCHASE EQUITY SECURITIES OF THE BORROWER, AS IN SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT EFFECT AT THE DATE HEREOF (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 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 Pledgor constituting Patents, Trademarks or CopyrightsA TRUE COPY OF WHICH HAS BEEN PROVIDED BY BORROWER TO SILICON).
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9
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, each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor or in which such 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) collection accounts, all cash and 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment IntangiblesGoods;
(ix) Goodsall Instruments;
(x) all InstrumentsIntellectual Property;
(xi) all Intellectual 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)Inventory;
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xivxiii) 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;
(xvixiv) all minerals, oil, gas and As-Extracted Collateral;
(xviixv) all books and records pertaining to the Article 9 Collateral; and
(xviiixvi) substitutions, replacements, accessions, products and Proceeds proceeds (including insurance proceeds, licenses, royalties, income, payments, claims, damages and proceeds of suit) and to the extent not otherwise included, all Proceedsproceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Credit Documents, 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 Loan Credit Documents with respect to Collateral need not be satisfied with respect toto (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 Acquisition Date or acquired after the Acquisition Date with Indebtedness of the type permitted pursuant to Section 6.03(b)(iv) of the Term Loan Agreement and any equivalent provision in the Indenture), 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 Borrower in writing delivered to the Collateral Agent, (c) those assets with respect to which, in the reasonable judgment of the Applicable Agent and the Borrower, 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 PropertySecurities, (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 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 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 Loan Agreement and the Indenture and not prohibited by any 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 Term Loan Agreement and 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 (j) any asset at any time that is not then subject to a Lien securing First-Priority Lien Obligations at such time (the foregoing clauses (a) through (j), the “Excluded Assets”)(1). 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 (other than the delivery of Pledged Securities to the Applicable Agent to the extent required by Article II).
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such 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 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 personal property” or words of similar effect. Each Pledgor agrees to provide such information to the Collateral Agent promptly upon request. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor officeoffice 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 99 Collateral.
Appears in 1 contract
Security Interest. (a) As 1As 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 Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured PartiesBorrower grants, and hereby grants reaffirms the grant provided under the Existing Loan Agreement and all Existing Loan Documents, to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Agent a security interest (the “Security Interest”) in all of Borrower’s right, title title, and interest in or in, to any and under all of Borrower’s personal property and other assets (other than any Intellectual Property) including without limitation the following assets and properties (except as set forth herein) whether now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor 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) all Accounts;
(ii) all Chattel Paper;
(iii) collection 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable Goods; and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property (including all claims for, tangible and rights to ▇▇▇ for, past or future infringements or violations intangible personal property of any Intellectual Property and all income, royalties, damages and payments Borrower whether now or hereafter due owned or existing, leased, consigned by or to, or acquired by, Borrower and payable with respect to wherever located, and any Intellectual Property, including damages and payments for past of Borrower’s property in the possession or future infringements or violations under the control of any Intellectual Property);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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 CollateralAgent; and
(xviii) 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, Supporting Obligations and products Proceeds of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any person with respect to any 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 anything to the contrary in any Loan Documentsforegoing, this Agreement shall not constitute if a grant of judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in (and the Article 9 Collateral shall not include), and the other provisions of the Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 underlying Intellectual Property is necessary or advisable to ensure the perfection of the have a security interest in the Rights to Payment, then the Collateral granted under shall automatically, and effective as of the date of this Agreement, including describing such property as “all assets” or “all personal property” or words of similar effect. Each Pledgor agrees to provide such information include the Intellectual Property to the Collateral Agent promptly upon request. The Collateral Agent is further authorized extent necessary to file with permit perfection of Agent’s security interest in the United States Patent and Trademark Office or United States Copyright Office (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 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 Rights 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 Pledgor constituting Patents, Trademarks or CopyrightsPayment.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9
Appears in 1 contract
Sources: Loan and Security Agreement (Tg Therapeutics, 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 Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby Borrower grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Agent a security interest (the “Security Interest”) in all of Borrower’s right, title 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 Pledgor or in which such Pledgor 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 (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;
(ii) all Chattel Paper;
(iii) collection 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable Goods; and all other Payment Intangibles;
tangible and intangible personal property of Borrower (ixother than Intellectual Property) Goods;
(x) all Instruments;
(xi) all Intellectual 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 whether now or hereafter due owned or existing, leased, consigned by or to, or acquired by, Borrower and payable with respect to wherever located, and any Intellectual Property, including damages and payments for past of Borrower’s property in the possession or future infringements or violations under the control of any Intellectual Property);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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 CollateralAgent; and
(xviii) 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, Supporting Obligations and products Proceeds of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any person with respect to any 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 anything the foregoing, Borrower is not granting to the contrary in Agent, and Agent is not receiving from Borrower, any Loan Documents, this Agreement shall not constitute a grant of a security interest in (and the Article 9 Collateral shall not include), and the other provisions a) any of the Loan Documents with respect outstanding capital stock or other equity interests of any directly owned Foreign Subsidiary of Borrower in excess of sixty-five percent (65%) of the voting power of all classes of such capital stock or other equity interests of such Subsidiary entitled to Collateral need not be satisfied with respect tovote, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes any particular asset if the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Collateral pledge thereof or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 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 (b) shall in the Collateral granted under this Agreement, including describing such property as “all assets” or “all personal property” or words of similar effect. Each Pledgor agrees no way be construed (1) to provide such information apply to the Collateral Agent promptly upon request. The Collateral Agent extent that any described prohibition or restriction is further authorized unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law or (2) 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 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 apply to the contrary hereinextent that any consent or waiver has been obtained, no Pledgor shall be required to take any action under or is hereafter obtained, that would permit the laws of any jurisdiction other than Agent’s security interest or Lien notwithstanding the United States of America (prohibition or any political subdivision thereof) and its territories and possessions for restriction on the purpose of perfecting the Security Interest in any Article 9 Collateral pledge of such Pledgor constituting Patentsasset, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall rights held under a license that are not subject assignable by their terms without the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out consent of the Article 9licensor thereof (but only to the extent such restriction on assignment is enforceable under applicable law).
Appears in 1 contract
Sources: Loan and Security Agreement (Genocea Biosciences, 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 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, each Pledgor the Borrower hereby pledges confirms and reaffirms the grant under the Existing Purchase Agreement, and without limiting the foregoing, hereby grants, to the Collateral Agent, Agent for its successors benefit and permitted assigns, for the ratable benefit of the Secured PartiesParties of, and hereby grants to the Collateral Agent, Agent for its successors benefit and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest (the “Security Interest”) in all of the Borrower’s right, title 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 Pledgor owned, existing or in which such Pledgor now has or at any time in the future may acquire any right, title or interest arising (collectively, the “Article 9 Collateral”):
(i) ): all Accounts;
(ii) all Chattel Paper;
(iii) collection accountsof the Borrower’s right, 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property (including all claims fortitle, and rights to ▇▇▇ for, past or future infringements or violations of any Intellectual Property and all income, royalties, damages and payments interest now or hereafter due existing in, to and payable with respect to any Intellectual Propertyunder the following of the Borrower’s assets, including damages whether now owned or existing or hereafter acquired, and payments for past wherever located (whether or future infringements not in the possession or violations control of any Intellectual Propertythe Borrower);
, and all proceeds of the foregoing: (xiiI) all Inventory Receivables comprising the Receivable Pool; (II) the Related Assets in respect of the Receivable Pool; (III) the Collections in respect of the Receivable Pool; (IV) all Transaction Documents; (V) all Contracts related to the Receivable Pool; (VI) the Sale Agreement and all rights and remedies of the Borrower thereunder; (VII) all other assets in the Receivable Pool and Related Assets; (VIII) each Collection Account and the Payment Account; (IX) all accounts, chattel paper, commercial tort claims, deposit accounts, documents, fixtures, general intangibles (including reusable water containerspayment intangibles);
, goods (xiii) all Investment Property other than the Pledged Collateralincluding equipment and inventory), which is governed by Article II;
(xiv) all Letters instruments, investment property, letter-of-credit rights, letters of Credit and Letter of Credit Rights;
(xv) all Commercial Tort Claimscredit, individually in excess of $3,000,000money, as described from time to time on Schedule IV;
(xvi) all mineralsas-extracted collateral, oil, gas and As-Extracted Collateral;
other minerals before extraction, software, supporting obligations, insurance policies and things in action; (xviiX) all books rights, interests, remedies, and records pertaining privileges of the Borrower relating to any of the Article 9 Collateralforegoing including the right to ▇▇▇ for past, present, or future infringement of any or all of the foregoing; and
and (xviiiXI) 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 Proceedsproducts and Proceeds (the terms in clauses (I) through (XI) not otherwise defined in this Agreement, Supporting Obligations 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 collateral security distributions (whether in money, securities, or other property) and guarantees given by any person collections from or with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time The parties hereto agree that this Agreement is not intended to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Collateral constitute a novation or any part thereof and amendments thereto that contain the information required by Article 9 a termination of the Uniform Commercial Code of each applicable jurisdiction for obligations under the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization Existing Purchase Agreement and any organizational identification number issued to such Pledgor, (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 created pursuant to the Collateral granted Existing Purchase Agreement is hereby confirmed and is intended to continue and to secure the Borrower Obligations under this Agreement which amends and restates the Existing Purchase Agreement, including describing such property as “all assets” or “all personal property” or words of similar effect. Each Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9
Appears in 1 contract
Security Interest. (a) As security for the payment or performanceGrantor hereby grants and assigns to Beneficiary, as of the case may beEffective Date, in full a security interest, to secure payment and performance of all of the Secured Obligations, each Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title and interest in or to any and all of the following assets and properties described personal property in which Grantor now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor 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, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on the real property described on Exhibit A attached hereto and incorporated by reference herein (i) to the extent the same are not effectively made a part of the real property pursuant to Section 1.1 above); together with all Accounts;
(ii) rents, issues, deposits and profits of the Subject Property; all Chattel Paper;
(iii) collection inventory, accounts, Deposit Accountscash receipts, Securities Accountsdeposit accounts, Commodity Accounts accounts receivable, contract rights, general intangibles, judgments, chattel paper, instruments, documents, notes, drafts, letters of credit, insurance policies, insurance and condemnation awards and proceeds, any cash other rights to the payment of money, trade names, trademarks and service marks arising from or other assets held in such accounts and related to the Subject Property or any security entitlements business now or hereafter conducted thereon by Grantor; subject to Section 4.8, all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect thereto;
(iv) to the Subject Property; all Documents;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all deposits or other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual 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 security now or hereafter due and payable made with or given to utility companies by Grantor with respect to the Subject Property; all advance payments of insurance premiums made by Grantor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Beneficiary, whether or not disbursed; all funds deposited with Beneficiary pursuant to any Intellectual Propertyloan agreement or any other document or right of Beneficiary; all reserves, including damages deferred payments, deposits, accounts, refunds, cost savings and payments for past or future infringements or violations of any Intellectual Property);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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 kind related to the Article 9 CollateralSubject Property or any portion thereof; and
all other items of personal property (xviiiof whatever kind or nature) substitutions, replacements, accessions, products and Proceeds (including insurance proceeds, licenses, royalties, income, payments, claims, damages and proceeds used in the operation of suit) and to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and Subject Property; all of the foregoing rights and interest of Grantor in and under all collateral security management agreements, franchise agreements and guarantees given leasing agreements affecting all or any portion of the Subject Property; all of the rights and interest of Grantor in and to those accounts that have been (or may hereafter be) established with Beneficiary; all of the rights and interest of Grantor in and to any interest rate protection agreement that may 7 have been (or may hereafter be) entered into by Grantor in connection with the Loan; all rents, revenues, issues, profits and income generated from the operation of the Subject Property; subject to Section 4.7, all rights of Grantor as lessee under all chattel leases relating to furniture, fixtures, equipment or any person other item used in connection with respect the operation of the Subject Property; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing; together with all books, records and files relating to any of the foregoing. Notwithstanding anything As to all of the contrary in any Loan Documentsabove described personal property which is or which hereafter becomes a "fixture" under applicable law, this Agreement shall not constitute Deed of Trust constitutes a grant of a security interest in (and fixture filing under the Article 9 Collateral shall not include)Maryland Uniform Commercial Code, and the other provisions of the Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and as amended or recodified from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or Copyrights"UCC").
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9
Appears in 1 contract
Sources: Deed of Trust (Prudential Bache Equitec Real Estate Partnership)
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) of all the Secured Obligations, each Pledgor hereby pledges Obligations (other than inchoate indemnity obligations) and in order to induce Lenders to make the Loan upon the terms and subject to the Collateral conditions of this Agreement, the Notes, and the other Loan Documents, Borrower hereby grants to Lenders and Agent, its successors on behalf of and permitted assigns, for the benefit of the Secured Parties, itself and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Lenders a security interest (the “Security Interest”) in and Lien upon all of Borrower’s right, title 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 Pledgor or in which such Pledgor 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) collection 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 All Equipment;
(vic) all All Fixtures;
(viid) all All General Intangibles;
(viiie) loans receivable and all other Payment IntangiblesAll Intellectual Property;
(ixf) GoodsAll Inventory;
(xg) all InstrumentsAll Investment Property;
(xih) All Deposit Accounts;
(i) All Cash;
(j) All Goods and all Intellectual Property (including all claims for, and rights to personal property of ▇▇▇ for▇▇▇▇▇▇, past whether tangible or future infringements or violations of any Intellectual Property intangible and all income, royalties, damages and payments whether now or hereafter due owned or existing, leased, consigned by or to, or acquired by, Borrower and payable with respect to any Intellectual Property, including damages and payments for past or future infringements or violations of any Intellectual Property);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) all Letters of Credit and Letter of Credit Rights;
(xv) all Commercial Tort Claims, individually in excess of $3,000,000wherever located, 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 Collateralmore particularly set forth in Exhibit D attached hereto; and
(xviiik) substitutions, replacements, accessions, products and Proceeds (including insurance proceeds, licenses, royalties, income, payments, claims, damages and proceeds of suit) and to To the extent not otherwise included, all Proceeds, Supporting Obligations and products Proceeds of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any person with respect to any replacements for, and rents, profits and products of each of the foregoing. Notwithstanding anything the above, Collateral excludes (i) any letters of credit of Borrower to the contrary in any Loan Documents, this Agreement shall not constitute extent that a grant of a security interest therein would constitute a violation of the terms thereof and in (and the Article 9 Collateral any case such letters of credit shall not includeexceed $250,000 in the aggregate and (ii) Intellectual Property currently held or hereafter obtained, but includes proceeds of Intellectual Property (including but not limited to all rights to payment or General Intangibles arising from the proceeds); provided, and the however, other provisions of the Loan Documents than non-exclusive licenses or exclusive licenses with respect to Collateral need not geographic area, fields of use, customized products for specific customers and time-based exclusivity given in the ordinary course of Borrower’s business, in the event Borrower transfers, sells, assigns, grants a security interest in, hypothecates, permits or suffers to exist any Lien, or otherwise transfer any interest in or encumber any portion of the Intellectual Property, either voluntarily or involuntarily, without ▇▇▇▇▇▇▇’ prior written consent, ▇▇▇▇▇▇▇’ security interest shall include (and shall be satisfied with respect to, deemed to have included from the Excluded date of this Agreement) all Intellectual Property.
. Borrower may enter into accounts receivable and inventory financing up to Ten Million and No/Dollars (b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings$10,000,000) with respect a bank of ▇▇▇▇▇▇▇▇’s preference upon receipt and review by ▇▇▇▇▇▇▇ of said accounts receivable and inventory financing loan documentation and execution of an intercreditor agreement between Lenders and the accounts receivable and inventory financing provider, with terms reasonably acceptable to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any Lenders. Such financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 or advisable for secured solely by the purpose of perfectingunderlying receivables, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor, without the signature of any Pledgor, inventory 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 proceeds 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.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9
Appears in 1 contract
Sources: Growth Capital Loan and Security Agreement (XDx, Inc.)
Security Interest. (a) As Each Grantor hereby (x) confirms its pledge and grant to the Existing Collateral Agent (and its successors and permitted assigns, including the Collateral Agent), for the ratable benefit of the Note Secured Parties, 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 ObligationsNote Obligations (other than contingent obligations), each Pledgor hereby of a security interest in the Collateral (as defined in the Existing Guarantee and Collateral Agreement) pursuant to the Existing Guarantee and Collateral Agreement, and (y) pledges and grants to the Collateral Agent, Agent (and its successors and permitted assigns), for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, as security for the benefit payment or performance, as the case may be, in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured PartiesObligations (other than contingent obligations), a security interest (the “Security Interest”) in all right, title and 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 Pledgor Grantor or in which such Pledgor 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 Chattel Papercash, securities, Instruments and other property deposited or required to be deposited therein;
(iii) collection 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 theretoall Chattel Paper;
(iv) all Documents;
(v) all Equipment;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesGoods;
(viii) loans receivable and all other Payment IntangiblesInstruments, including all Pledged Securities;
(ix) Goodsall Inventory or documents of title, customs receipts, insurance certificates, shipping documents and other written materials related to the purchase or import of any Inventory;
(x) all InstrumentsInvestment Property;
(xi) all Intellectual 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);
(xii) all Inventory (including reusable water containers)Pledged Collateral;
(xiii) all Investment Property other than Records and all books and records pertaining to the Pledged Collateral, which is governed by Article II;
(xiv) all Letters letters of Credit credit under which such Grantor is the beneficiary 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 IVSupporting Obligations;
(xvi) all minerals, oil, gas cash and As-Extracted Collateralcash equivalents;
(xvii) all books Deposit Accounts and records pertaining to Securities Accounts, including all cash, marketable securities, securities entitlements, financial assets and other funds held in or on deposit in any of the Article 9 Collateralforegoing;
(xviii) all other personal property whatsoever of such Grantor; and
(xviiixix) 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, Supporting Obligations all accessions to and substitutions and replacements for and products of any and all of the foregoing and all offsprings, rents profits and products of any of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. .
(b) Notwithstanding anything to the contrary in any Loan Documents, this Agreement 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 (or any other law, rule or regulation) 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 to be 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 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 no longer constitute a grant part of a security interest the Collateral securing the Note Obligations in (and favor of the Article 9 Note Secured Parties. For the avoidance of doubt, any such Equity Interests shall remain Collateral shall not include), and securing the other provisions Loan Obligations for the benefit of the Loan Documents Secured Parties in accordance with respect 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 need securing the Note Obligations in favor of the Note Secured Parties (but only to the extent necessary to not be satisfied with respect tosubject to any such financial statement requirement). In such event, the Excluded PropertySecurity 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.
(bc) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (ix) whether such Pledgor Grantor is an organization, the type of organization and any organizational identification number issued to such Pledgor, Grantor and (iiy) 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 effectrelates. Each Pledgor Grantor agrees to provide such information to the Collateral Agent promptly upon written request. 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.
(d) 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 or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each PledgorGrantor, without the signature of any PledgorGrantor, and naming any Pledgor Grantor or the Pledgors Grantors as debtors and the Collateral Agent as secured party. Notwithstanding anything The Collateral Agent agrees, upon request by the Borrower and at the Borrower’s expense, to promptly furnish copies of such filings 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 Pledgor constituting Patents, Trademarks or CopyrightsBorrower.
(ce) The Security Interest is granted as security only and and, except as otherwise required by applicable law, shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) ), in all right, title and or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor Grantor or in which such Pledgor 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, including all Electronic Chattel Paper;
(iii) collection 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 theretoall Commercial Tort Claims (including all Commercial Tort Claims listed on Schedule IV);
(iv) all DocumentsDeposit Accounts and all other bank accounts;
(v) all EquipmentDocuments;
(vi) all FixturesGeneral Intangibles, including Intellectual Property;
(vii) all General IntangiblesGoods;
(viii) loans receivable and all other Payment IntangiblesInventory;
(ix) Goodsall Equipment;
(x) all InstrumentsFixtures;
(xi) all Intellectual 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)Instruments;
(xii) all Inventory (including reusable water containers)Investment Property;
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article IILetter-of-Credit Rights;
(xiv) all Letters monies, whether or not in the possession or under the control of Credit and Letter any Secured Party, or a bailee or Affiliate or branch of Credit Rightsany Secured Party, including any cash;
(xv) all digital currency and all Controllable Electronic Records, Controllable Accounts and Controllable Payment Intangibles (as such terms are defined in the NYUCC or the New York Senate Bill S7244 proposing Amendments to the Official Text of the New York Uniform Commercial Tort Claims, individually in excess of $3,000,000Code (2022), as described from time to time on Schedule IVapplicable;
(xvi) all minerals, oil, gas and As-Extracted Collateral;
(xvii) all books and records pertaining to the Article 9 Collateral; and
(xviiixvii) 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 ProceedsProceeds and products of, and all Supporting Obligations and products of for, any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Notwithstanding the above, the Collateral shall not include any Excluded Assets.
(c) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Administrative Agent and the Required Lenders (and their respective designees) for the benefit of the Secured Parties at any time and from time to time to 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” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (iA) whether such Pledgor Grantor is an organization, the type of organization and any organizational identification number issued to such Pledgor, Grantor and (iiB) 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 Collateral granted under this Agreement, including describing such property as “all assets” or “all personal property” or words of similar effectrelates. Each Pledgor Grantor agrees to provide such information to the Collateral Administrative Agent and the Lenders promptly upon request. Each Grantor also ratifies its authorization for the Administrative Agent and the Required Lenders (and their respective designees) to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Administrative Agent is and the Required Lenders (and their respective designees) are further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor officeoffice 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 granted by each PledgorGrantor, without the signature of any PledgorGrantor, and naming any Pledgor Grantor or the Pledgors Grantors as debtors and the Collateral Administrative 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 Pledgor constituting Patents, Trademarks or Copyrights.
(cd) The Security Interest is granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor Grantor with respect to or arising out of the Article 9
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (FTC Solar, Inc.)
Security Interest. (a) As security for To secure the due payment or performance, as the case may be, in full and performance of all of the Secured Obligations, each Pledgor including, without limitation, the strict performance and observance by the Borrower of all representations, warranties, covenants and conditions of this Agreement, the Credit Agreement, the Revolving Credit Notes and other Loan Documents, and any and all amendments thereto and replacements therefor, the Borrower hereby pledges assigns, pledges, hypothecates, transfers and sets over to the Collateral Agent, its successors and permitted assigns, Agent for the benefit of the Secured PartiesLenders, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the benefit of the Secured PartiesLenders, an Encumbrance upon and a security interest (the “Security Interest”) in all of the Borrower's right, title and interest in or to any and all of the following assets and properties property, whether now owned or at any time existing or hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in arising and regardless of where located (all being collectively referred to as the future may acquire any right, title or interest (collectively, the “Article 9 "Collateral”"):
(i) all AccountsContracts;
(ii) all Chattel PaperContract Payments;
(iii) collection accountsall security pledged, Deposit Accountsassigned, Securities Accounts, Commodity Accounts and hypothecated or granted to or held by the Borrower to secure the obligations of any cash lessees or other assets held in such accounts and obligors under any security entitlements and other rights with respect theretoContract;
(iv) all DocumentsEquipment;
(v) all EquipmentInventory;
(vi) all Fixturespowers of attorney for the execution of any evidence of indebtedness or security or other writing in connection with any Contract or Equipment Collateral;
(vii) all General Intangiblesbooks, records, ledger cards, invoices and other instruments, and all credit information, reports and memoranda, relating to any Contract or Equipment Collateral;
(viii) loans receivable all evidences of the filing of financing statements and other statements, if any, and all amendments thereto, notices to other Payment Intangiblescreditors or secured parties, and certificates from filing officers, in each case relating or pertaining to any of the foregoing;
(ix) Goodsall electronically processed or recorded information relating or pertaining to any of the foregoing, whether in the possession or control of the Borrower or any third party;
(xA) all Instruments;
Software Systems, (xiB) all Intellectual Property of the tangible embodiments thereof and (including C)(I) all claims forof the intellectual property rights (including, by way of example and not limitation, all copyrights, patents and patentable inventions, trade secrets, trademarks and any and all other proprietary rights) contained or embodied therein, throughout the world, (II) all renewals, reissues, applications, and rights to ▇▇▇ forregistrations thereof, past or future infringements or violations of any Intellectual Property and (III) all income, royalties, damages and payments now or hereafter due and/or payable under and payable with respect to any Intellectual Propertythereto, including (without limitation) damages and payments for past or and future infringements thereof, (IV) the rights to ▇▇▇ and recover for past, present and future infringements thereof, and (V) all other proceeds of all of the foregoing, including (without limitation)
(1) any rights pursuant to the Borrower's agreements with any other party relative thereto as well as (2) all of the rights (if any) to use the Software Systems (or violations of any Intellectual Property)part thereof) granted by any third party to the Borrower;
(xi) any Security Monitoring Agreements;
(xii) all Inventory (including reusable water containers)any Rental Contracts;
(xiii) all Investment Property other than the Pledged Collateralany documents, which is governed by Article II;general intangibles (including payment intangibles), and deposit accounts; and
(xiv) 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; and
(xviii) 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 includedincluded in the foregoing, all Proceeds, Supporting Obligations and products other personal property of any kind or description; together with all books, records, writings, data bases, information and all of the foregoing and all collateral security and guarantees given by any person with respect other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing. Notwithstanding anything to , and all Proceeds (as defined in the contrary in any Loan Documents, this Agreement shall not constitute a grant of a security interest in (and the Article 9 Collateral shall not includeUCC), insurance proceeds, products, offspring, rents, issues, profits and the other provisions returns of and from any of the Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Propertyforegoing.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time Except as provided in Section 2(b)(ii) below, this Agreement shall create a continuing collateral assignment of and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 and shall remain in full force and effect until the payment in full of the Obligations after the expiration of the Commitments of the Lenders under this the Credit Agreement. Upon full payment of the Loans and the Revolving Credit Notes and satisfaction in full of the Obligations and termination of the Lenders' Commitments under the Credit Agreement, including describing such property as “all assets” or “all personal property” or words of similar effectthis Agreement and Encumbrances hereunder shall terminate without further acts by any Person. Each Pledgor agrees to provide such information Thereafter, the Agent shall, upon the Borrower's written request, promptly execute and deliver to the Borrower, at the Borrower's expense, termination statements for all financing statements filed by the Agent against the Borrower, as the Borrower shall reasonably require in order to terminate the security interests created hereunder and any collateral assignments of Collateral Agent promptly upon request. The Collateral Agent is further authorized to file the Agent, in each case with the United States Patent Agent's sole representation and Trademark Office or United States Copyright Office (or any successor office) such documents as may be necessary or advisable for warranty that the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor, without the signature Collateral is being reconveyed free and clear of any Pledgor, and naming any Pledgor Encumbrance created by 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 a result 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out act of the Article 9Agent.
Appears in 1 contract
Security Interest. (a) As security for To secure the payment or performance, as the case may be, in full and performance of the Secured ObligationsObligations (as hereinafter defined) and all renewals, each Pledgor extensions, restructurings and refinancing thereof, the Guarantor hereby pledges to grants, assigns, transfers, mortgages, hypothecates and charges in favour of, and grants a continuing security interest to, the Collateral Agent, its successors and permitted assigns, Trustee for the benefit of the Secured Parties, as and hereby by way of a fixed and specific mortgage and charge, and grants to the Collateral Agent, its successors and permitted assigns, Trustee for the benefit of the Secured Parties, Parties a security interest (the “Security Interest”) in all rightin, title and interest in or subject to any and paragraph 1(c), all of the following assets present and properties after-acquired personal property of the Guarantor, whether now owned by or at any time owing to, or hereafter acquired by such Pledgor or arising in favour of the Guarantor (including under any trade names, styles or derivations thereof), and regardless of where located, and particularly including, without limitation, all present and after-acquired assets, property and undertaking of the kinds hereinafter described (all of which such Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, being hereafter collectively referred to as the “Article 9 Collateral”):
(i) all Accountsof its present and future tangible personal property, including, without limitation, machinery, equipment, plant, vehicles, tools, fixtures and furniture now owned and hereafter acquired, or in which the Guarantor, now or hereafter, has any beneficial interest, as well as all additions, accretions, attachments, accessions, parts, replacements, substitutions and renewals thereof, and including, without limitation, all goods now or hereafter comprising part of the inventory of the Guarantor, which includes but is not limited to, the assets of the Guarantor which in accordance with generally accepted accounting principles consistently applied, would be classified as inventory upon the Guarantor’s balance sheet, and for greater certainty includes all raw materials, work-in-process and finished goods wherever situate, whether purchased or manufactured;
(ii) all Chattel Paperintangibles owned by the Guarantor, including, without limitation, all contractual rights, contracts, agreements, options, permits, licences, consents, approvals, authorizations, orders, judgments, certificates, rulings, insurance policies, agricultural and other quotas, subsidies, franchises, immunities, privileges, and benefits as well as all goodwill, patents, trade marks (including all business and goodwill associated therewith), trade names, trade secrets, inventions, processes, copyrights, industrial designs, integrated circuit topographies and other industrial or intellectual property, including the trademarks, copyrights and patents, and applications therefore and all shares, stock, warrants, rights, bonds, debentures, debenture stock, instruments or other securities, money, letters of credit, advices of credit, cheques and goodwill now or hereafter owned by the Guarantor together with renewals thereof, substitutions therefor, accretions thereto and all rights and claims in respect thereof;
(iii) collection all accounts, Deposit Accountsincluding deposit accounts in banks, Securities Accountscredit unions, Commodity Accounts trust companies and similar institutions, debts, claims, dues, moneys, demands and choses in action of every nature and kind howsoever arising which now are or which may at any cash time hereafter be due, owing or other assets held in such accounts accruing due to or owned by the Guarantor, and any security entitlements also all securities, bills, notes, letters of credit and other rights with documents now held or owned or which may be hereafter taken, held or owned by the Guarantor or anyone on behalf of the Guarantor in respect theretoof the said accounts, debts, claims, dues, moneys, demands and choses in action or any part thereof, and also all claims of any kind which the Guarantor now has or may hereafter have, including, but not limited to, claims against the Crown and claims under insurance policies;
(iv) all Documentschattel paper, warehouse receipts, instruments, bills of lading and other documents of title, whether negotiable or non-negotiable, now or hereafter owned by the Guarantor;
(v) all Equipmentinventory of whatever kind and wherever situated now owned or hereafter acquired or reacquired by the Guarantor including, without limiting the generality of the foregoing, all goods, merchandise, raw materials, goods or work in process, finished goods, other tangible personal property held for sale, lease or resale or that have been leased or consigned to or by the Guarantor or furnished or to be furnished under contracts for service or used or consumed in the business of the Guarantor;
(vi) all Fixturesrights, contracts (including, without limitation, rights and interests arising thereunder or subject thereto), instruments, agreements, licences, permits, consents, leases, policies, approvals, development agreements, building contracts, performance bonds, purchase orders, plans and specifications all of which may or may not be personal property but may be rights which the Guarantor has interests in, all as may be amended, modified, supplemented, replaced or restated from time to time;
(vii) all General Intangiblesrents, present or future, under any lease or agreement to lease any part of the lands of the Guarantor or any building, erection, structure or facility now or hereafter constructed or located on such lands, income derived from any tenancy, use or occupation thereof and any other income and profit derived therefrom;
(viii) loans receivable with respect to the personal property described in paragraphs 1(a)(i) to 1(a)(vii) inclusive, all books, accounts, invoices, letters, papers, documents, disks, and other records in any form, electronic or otherwise, evidencing or relating thereto and all contracts, securities, bills, notes, instruments, writings and other Payment Intangibles;documents and other rights and benefits in respect thereof; and
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual 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 the personal property described in paragraphs 1(a)(i) to 1(a)(viii) inclusive, personal property in any Intellectual Propertyform, including damages or fixtures directly or indirectly arising from any dealing with such property, or that indemnifies or compensates for such property destroyed or damaged, and payments for past proceeds whether of the same type, class or future infringements or violations of any Intellectual Property);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than kind as the Pledged Collateral, which is governed by Article II;
(xiv) 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; and
(xviii) substitutions, replacements, accessions, products and Proceeds (including insurance original proceeds, licenses, royalties, income, payments, claims, damages and proceeds of suit) and to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all substitutions and replacements of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Propertypersonal property secured hereby.
(b) Each Pledgor hereby irrevocably authorizes The grants, assignments, transfers, mortgages, hypothecation, charges and security interests to and in favour of the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to Trustee for the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 benefit of the Uniform Commercial Code of each applicable jurisdiction for Secured Parties herein created are collectively called the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or CopyrightsInterest”.
(c) The Security Interest is granted as security only and hereby shall not subject extend or apply to, and the Collateral Agent shall not include: (i) cash and cash equivalents and all deposit and securities accounts (except to the extent that the foregoing are proceeds of Collateral), (ii) assets requiring perfection through control or any similar agreements, (iii) letter-of-credit rights, (iv) owned or leased real property, (v) vehicles and other Secured Party toassets subject to certificates of title, (vi) interests in joint ventures and non-wholly-owned subsidiaries that cannot be pledged without the consent of one or in any way alter or modifymore third parties, any obligation or liability (vii) the capital stock of immaterial subsidiaries, (viii) the last day of the term of any Pledgor with respect to lease or arising out agreement therefor; however, the Guarantor will hold such last day in trust for the Collateral Trustee for the benefit of the Article 9Secured Parties and upon the enforcement of the Security Interest the Guarantor will assign the same as directed by the Collateral Trustee; or (x) any agreement, right, franchise, license or permit (collectively, the “Contractual Rights”) to which the Guarantor is a party or of which the Guarantor has the benefit of, to the extent that the creation of the Security Interest would constitute a breach of the terms of or permit any person to terminate the Contractual Rights for failure to obtain the consent or waiver of that person.
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, each Pledgor Grantor hereby pledges pledges, assigns and grants to the Collateral Administrative Agent, its successors on behalf of and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured PartiesCreditors, a security interest (the “Security Interest”) in all of its right, title 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 Pledgor or in Grantor, and regardless of where located (all of which such Pledgor 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) collection 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 theretoall Intellectual Property;
(iv) all Documents;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment IntangiblesGoods;
(ix) Goodsall Instruments;
(x) all InstrumentsInventory;
(xi) all Intellectual 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 Investment Property, including damages and payments for past or future infringements or violations of any Intellectual Property);
(xii) all Inventory (including reusable water containers)Letter-of-Credit Rights and Supporting Obligations;
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article IIDeposit Accounts;
(xiv) all Letters of Credit and Letter of Credit Rights[Reserved];
(xv) all Commercial Tort Claims, individually in excess of $3,000,000, Claims as described specified from time to time on in Schedule IVIV hereto (as the same may be updated from time to time in accordance with the terms hereof);
(xvi) all mineralscash or other property deposited with the Administrative Agent or any Secured Creditor or any Affiliate of the Administrative Agent or any Secured Creditor or which the Administrative Agent, oilfor its benefit and for the benefit of the other Secured Creditors, gas and As-Extracted Collateralor 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 books, records, files, correspondence, computer programs, tapes, disks and records related data processing software which contain information identifying or pertaining to any of the Article 9 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
(xviiixix) substitutionsany and all accessions to, substitutions for and replacements, accessions, products and Proceeds cash and non-cash proceeds (including insurance proceedsStock Rights) of the foregoing (including any claims to any items referred to in this definition and any claims against third parties for loss of, licenses, royalties, income, payments, claims, damages and proceeds of suit) and damage to the extent not otherwise included, all Proceeds, Supporting Obligations and products or destruction of any and or all of the foregoing and all collateral security and guarantees given by any person 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 foregoingpayment of money, Chattel Paper, collateral agreements and other documents. Notwithstanding the foregoing or anything herein to the contrary contrary, in any Loan Documents, this Agreement no event shall not constitute a grant of a security interest in (and the “Article 9 Collateral shall not include), and Collateral” include or the other provisions of the Loan Documents with respect Security Interest attach to Collateral need not be satisfied with respect to, the any Excluded PropertyAssets.
(b) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Administrative Agent for the benefit of the Secured Creditors at any time and from time to time to file in any relevant U.S. jurisdiction any initial financing statements (including fixture filings) statements, with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, describe the type of organization and any organizational identification number issued to such Pledgor, (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 collateral covered thereby in any other manner as that the Collateral Administrative Agent may reasonably determine determines is necessary or advisable to ensure the perfection of the security interest in the Collateral granted under this Agreement, including describing such property indicating the Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the UCC 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 Pledgor Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon request. The Collateral Administrative 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 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 Pledgor, without the signature of any Pledgor, Grantor and naming any Pledgor Grantor or the Pledgors Grantors as debtors and the Collateral Administrative 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 Pledgor constituting Patents, Trademarks or Copyrightscreditor.
(c) The Security Interest is and the security interest granted pursuant to Article II are granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party Creditor to, or in any way alter or modify, any obligation or liability of any Pledgor Grantor with respect to or arising out of the Article 9Collateral.
Appears in 1 contract
Sources: Security Agreement (Installed Building Products, 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 Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby Loan Party grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Agent a security interest (the “Security Interest”) in all of such Loan Party’s right, title title, and interest in or in, to any and under all of such Loan Party’s personal property and other assets including without limitation the following assets and properties (except as set forth herein) whether now owned existing or at any time hereafter acquired by such Pledgor or in which such Pledgor 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) all Accounts;
Goods; and (iij) all Chattel Paper;
other tangible and intangible personal property (iiiother than Intellectual Property) collection accounts, Deposit Accounts, Securities Accounts, Commodity Accounts and any cash or other assets held in of such accounts and any security entitlements and other rights with respect thereto;
(iv) all Documents;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual 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 Loan Party whether now or hereafter due owned or existing, leased, consigned by or to, or acquired by, such Loan Party and payable with respect to wherever located, and any Intellectual Property, including damages and payments for past of such Loan Party’s property in the possession or future infringements or violations under the control of any Intellectual Property);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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 CollateralAgent; and
(xviii) 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, Supporting Obligations and products Proceeds of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any person with respect to any 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 anything to the contrary in any Loan Documentsforegoing, this Agreement shall not constitute if a grant of 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 Article 9 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), and the other provisions of the Loan Documents with respect to Collateral need not be satisfied with respect to, the include any Excluded PropertyAssets.
3.3 The lien and security interest created hereunder shall be automatically released (b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filingsa) with respect to all Collateral upon the payment in full of all Secured Obligations in accordance with this Agreement (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement), (b) with respect to other Intellectual Property licensed under an exclusive license permitted under the terms of this Agreement, to the extent such counterparty requests such release, or (c) if otherwise approved, authorized or ratified in writing by Agent in its sole discretion. Upon such release, Agent shall, upon the reasonable request and at the sole cost and expense of Borrower, assign, transfer and deliver to Borrower, against receipt and without recourse to or warranty by Agent, except as to the fact that Agent does not continue to encumber the released assets, such Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendmentthereof, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 released in accordance with customary documents and instruments (including UCC-3 termination financing statements or releases) acknowledging 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 release of such Pledgor constituting Patents, Trademarks or CopyrightsCollateral.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured all Obligations, each Pledgor the Borrower hereby pledges acknowledges, reaffirms, confirms and ratifies its prior grant of, and assigns to the Collateral Agent, its successors and permitted assigns, Agent for the benefit of the Secured Credit Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the benefit of the Secured Parties, Credit Parties a continuing security interest (the “Security Interest”) in all rightin, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):) whether now or hereafter existing or acquired, regardless of where located:
(i) all Accounts, including Health-Care-Insurance Receivables;
(ii) all Certificated Securities;
(iii) Chattel Paper, including Electronic Chattel Paper;
(iiiiv) collection accounts, Deposit Accounts, Securities Accounts, Commodity Accounts computer hardware and any cash or other assets held in such accounts software and any security entitlements and other all rights with respect thereto;
(iv) , including, any and all Documentslicenses, 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;
(v) all EquipmentContract Rights;
(vi) all FixturesCommercial Tort Claims;
(vii) all General IntangiblesDeposit Accounts;
(viii) loans receivable and all other Payment IntangiblesDocuments;
(ix) GoodsFinancial Assets;
(x) all InstrumentsGeneral Intangibles, including Payment Intangibles and Software;
(xi) all Intellectual Property Goods (including all claims forof its Equipment, Fixtures and Inventory), and rights to ▇▇▇ forall embedded software, past or future infringements or violations of any Intellectual Property accessions, additions, attachments, improvements, substitutions and all income, royalties, damages replacements thereto 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)therefor;
(xii) all Inventory (including reusable water containers)Instruments;
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article IIIntellectual Property;
(xiv) all Letters of Credit and Investment Property;
(xv) money (in every jurisdiction whatsoever);
(xvi) Letter of Credit Rights;
(xvxvii) all Commercial Tort Claims, individually in excess of $3,000,000, as described from time to time on Schedule IVSecurity Entitlements;
(xvixviii) all minerals, oil, gas and As-Extracted CollateralSupporting Obligations;
(xviixix) all books and records pertaining to the Article 9 CollateralUncertificated Securities; and
(xviiixx) 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 includedincluded in the foregoing, all Proceeds, Supporting Obligations and products other personal property of any kind or description; together with all books, records, writings, data bases, information and all of the foregoing and all collateral security and guarantees given by any person with respect other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing. Notwithstanding anything , and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided that to the contrary in extent that the provisions of any Loan Documents, this Agreement shall not constitute a lease or license of computer hardware and software or Intellectual Property expressly prohibit (which prohibition is enforceable under applicable law) the assignment thereof; and the grant of a security interest therein, the Borrower’s rights in (such lease or license shall be excluded from the foregoing assignment and the Article 9 Collateral shall not include)grant for so long as such prohibition continues, and the other provisions it being understood that upon request of the Loan Documents with respect to Collateral need not be satisfied with respect toAgent, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes Borrower will in good faith use reasonable efforts to obtain consent from the applicable lessor or licensor for the creation of a security interest in favor of the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to for the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 benefit of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) Credit Parties in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which Borrower’s rights under 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 lease 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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or Copyrightslicense.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9
Appears in 1 contract
Security Interest. (a) As In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, as security for the payment or performance, as the case may be, in full of the Secured Note Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “"Security Interest”) "), in all right, title and or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor Grantor or in which such Pledgor Grantor now has or at any time in the future may acquire any right, title or interest in, to or under the following (collectively, the “Article 9 "Collateral”"):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) collection 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 theretoall Documents;
(iv) all DocumentsEquipment;
(v) all EquipmentGeneral Intangibles (other than Non-Pledged Equity Interests);
(vi) all FixturesInstruments;
(vii) all General IntangiblesInventory;
(viii) loans receivable and all other Payment IntangiblesSeed;
(ix) Goodsall Investment Property (other than Non-Pledged Equity Interests);
(x) all Instruments;
(xi) all Intellectual 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);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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; and
(xviiixi) 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, Supporting Obligations Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents; provided, this Agreement shall not constitute a grant of a security interest in (and the Article 9 however, that Collateral shall not include), include (i) CoBank Accounts and the other provisions of the Loan Documents Account Assets with respect to Collateral need CoBank Accounts, or (ii) any right, title or interest of any Grantor in, to or under any assets subject to any Liens securing Indebtedness permitted under Section 4.03(b)(vii) of the Indenture, to the extent the documents or instruments evidencing, governing or securing such Liens prohibit the grant of other Liens on such assets or the right, title and interest of such Grantor therein without the consent of the holder of such Indebtedness and after such Grantor has used its commercially reasonable efforts to obtain the consent of such holder, such consent has not be satisfied with respect to, the Excluded Propertybeen obtained.
(b) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (ia) whether such Pledgor the Grantor is an organization, the type of organization and any organizational identification number issued to such Pledgor, the Grantor and (iib) in the case of a financing statement filed as a fixture filingfiling or covering Collateral constituting minerals or the like to be extracted or timber to be cut, 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 effectrelates. Each Pledgor The Grantor agrees to provide such information to the Collateral Agent promptly upon request. The financing statements filed hereunder may describe the Collateral as "all assets." Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, the Collateral Agent is further authorized to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor officeoffice or any similar office in any other country) such or other documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each PledgorGrantor, without the signature of any PledgorGrantor, and naming any Pledgor Grantor or the Pledgors Grantors as debtors and the Collateral Agent as secured party. Notwithstanding anything , such filing to be in substantially the contrary hereinform of Exhibits A-l, 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) A-2 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 CopyrightsA-3.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor Grantor with respect to or arising out of the Article 9Collateral.
Appears in 1 contract
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 ObligationsObligations of such Grantor (including, each Pledgor if such Grantor is a Subsidiary Guarantor, the Secured Obligations of such Grantor arising under the Guaranty), hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all right, title and or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor Grantor or in which such Pledgor 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) collection accounts, all 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;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesGoods and Fixtures;
(viii) loans receivable and all other Payment IntangiblesInstruments;
(ix) Goodsall Inventory;
(x) all InstrumentsInvestment Property;
(xi) all Intellectual 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);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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;
(xii) all Intellectual Property;
(xiii) all Commercial Tort Claims listed on Schedule III and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(h);
(xiv) all letter-of-credit rights
(xv) all Money, cash, cash equivalents, Deposit Accounts, Securities Accounts and Commodities Accounts; and
(xviiixvi) 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, Supporting Obligations products, accessions, rents and products profits 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. Notwithstanding ; provided that, notwithstanding anything to the contrary in any Loan Documentsthis Agreement, (i) this Agreement shall not constitute a grant of a security interest in (nor shall any pledge, grant or Security Interest attach to) any Excluded Assets and (ii) the Article 9 Collateral (and any defined term therein) shall not includeinclude any Excluded Assets; provided, further, that this Agreement shall constitute a grant of a security interest in any Proceeds, substitutions or replacements of any Excluded Assets, and any Proceeds, substitutions or replacements of any Excluded Assets shall be included in “Article 9 Collateral” (and any defined term used therein), and the other provisions of the Loan Documents with respect to Collateral need not be satisfied with respect tounless such Proceeds, the substitutions or replacements would independently constitute Excluded PropertyAssets.
(b) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto and continuations thereof that (i) indicate the Collateral as “all assets of the debtor, whether now existing or hereafter arising” or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor Grantor is an organization, the type of organization and and, if required, any organizational identification number issued to such Pledgor, (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 effectGrantor. Each Pledgor Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor Grantor with respect to or arising out of the Article 9Collateral; provided that the foregoing will not limit or otherwise affect the obligations and liabilities of the Grantors to the extent set forth herein and in the other Loan Documents.
(d) In the case of any Registered Intellectual Property Collateral, each Grantor shall execute and deliver to the Collateral Agent Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral owned by such Grantor on the Closing Date or hereafter acquired.
(e) Upon notice to the Borrower, the Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such Intellectual Property Security Agreements (or supplements thereto) and such other documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in Registered Intellectual Property Collateral 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.
Appears in 1 contract
Sources: Credit Agreement (Smart Sand, Inc.)
Security Interest. (a) As security for To secure the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor the undersigned hereby pledges to ----------------- collaterally assign and transfer unto the Collateral Agent, its successors and permitted assigns, does hereby grant to the Collateral Agent for the benefit of the Secured PartiesCreditors, and hereby grants a continuing security interest of first priority in (subject only to the Collateral Agent, its successors and permitted assigns, for the benefit Permitted Liens) all of the Secured Parties, a security interest (the “Security Interest”) in all right, title and interest in of such Grantor in, to and under any personal property that such Grantor may now own or hereafter acquire, including, but not limited to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):following:
(i) all Accounts;
(ii) all Chattel Paper;
(iii) collection 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 theretoall Inventory; Annex C to Security Agreement
(iv) all Equipment;
(ivv) all Instruments;
(vi) all Investment Property;
(vii) all Documents;
(vviii) all EquipmentDeposit Accounts (including, without limitation the Cash Collateral Account) and any monies, securities and instruments deposited or required to be deposited therein;
(viix) all FixturesContracts, together with any Contract Rights arising thereunder;
(viix) all Letter of Credit Rights
(xi) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual 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);
(xii) all Inventory (including reusable water containers)Marks, 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 Investment Property other than the Pledged CollateralPatents and Copyrights, which is governed by Article IIand all reissues, renewals or extensions thereof;
(xiv) all Letters computer programs and any intellectual property rights therein and all other proprietary information of Credit and Letter of Credit such Grantor, including, but not limited to, Trade Secret Rights;,
(xv) all Commercial Tort Claimsof such Grantor's rights in, individually in excess 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 $3,000,0001934, as described 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 time to time on Schedule IVor in connection with the sale, assignment or transfer of any FCC License;
(xvi) all minerals, oil, gas insurance policies and As-Extracted Collateral;supporting obligations with regard to any of the foregoing; and
(xvii) all books and records pertaining to the Article 9 Collateral; and
(xviii) 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, Supporting Obligations and products of any and all of the foregoing and (all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything property subject to the contrary in any Loan Documents, this Agreement shall not constitute a grant of a security interest in (this Section 2 shall hereinafter be included in the definition of "Security --------- -------- Agreement Collateral"; it being expressly agreed and acknowledged that -------------------- the Article 9 Collateral shall not include), and the other provisions security interests of the Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent extend to all Security Agreement Collateral which the undersigned may acquire at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to during the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 continuation of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued Agreement. Annex C to such Pledgor, (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 Security Agreement, including describing such property as “all assets” or “all personal property” or words of similar effect. Each Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9
Appears in 1 contract
Sources: Security Agreement (Nexstar Broadcasting of the Wichita Falls LLC)
Security Interest. (a) As security for the To secure payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and Borrower hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Party a continuing security interest (the “Security Interest”) in and to all rightof 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) 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 any be furnished under contracts of service or used or consumed in a business;
(d) All Goods and all of Equipment;
(e) All Securities, Investment Property and Deposit Accounts;
(f) All products of, additions and accessions to, and substitutions, betterments and replacements for the following assets and properties foregoing property;
(g) All sums at any time credited by or due from Secured Party to Borrower;
(h) All property in which Borrower has an interest now owned or at any time hereafter acquired by such Pledgor 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 Pledgor 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”):written trust agreement wherein Secured Party is trustee and Borrower is trustor); and
(i) all Accounts;
All Proceeds (whether Cash Proceeds or Noncash Proceeds) of the foregoing property, including, without limitation, proceeds of insurance payable by reason of loss or damage to the 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) the definition contained in the UCC prior to the amendment, and (ii) all Chattel Paper;
(iii) collection 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual 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);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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; and
(xviii) 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, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) definition contained in the case of a financing statement filed as a fixture filing, a sufficient description of UCC after 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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or Copyrightsamendment.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9
Appears in 1 contract
Sources: Security Agreement (Health Enhancement Products Inc)
Security Interest. (a) As security for the To secure prompt and complete payment or performance, as the case may be, in full and performance of the Secured Loan Obligations, each Pledgor Borrower hereby pledges to the Collateral Agentpledges, its successors and permitted assigns, for the benefit of the Secured Parties, transfers and hereby grants to the Collateral AgentSecured Party a perfected, its successors and permitted assigns, for the benefit of the Secured Parties, a first priority continuing security interest (the “Security Interest”) in all rightproperties, title and interest in or to any and all of the following assets and properties rights of each Borrower, subject to no other liens or encumbrances, now owned or at any time hereafter acquired by such Pledgor Borrower or in which such Pledgor the Borrower now has or at any time in the future may acquire any right, title or interest interest, wherever located or situated (collectivelyhereinafter, collectively called the "Collateral"). Without limitation of the foregoing, the “Article 9 Collateral”):Collateral includes the following:
(i) all Accounts;
; (ii) all Chattel Paper;
As-Extracted Collateral; (iii) collection accounts, all Chattel Paper; (iv) all Commercial Tort Claims; (v) all Consignments; (vi) all Contracts; (vii) all Copyrights; (viii) all Copyright Licenses; (ix) all 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;
; (ivx) all Documents;
(vxi) all Electronic Chattel Paper; (xii) all Encumbrances; (xiii) all Money; (xiv) all Equipment;
; (vixv) all Fixtures;
; (viixvi) all Goods (xvii) all General Intangibles; (xviii) all Health-Care-Insurance Receivables;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(xxxix) all Instruments;
; (xixx) all Intellectual Property Inventory; (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);
(xii) all Inventory (including reusable water containers);
(xiiixxi) all Investment Property other than the Pledged Collateral, which is governed by Article II;
Property; (xivxxii) all Letters of Credit and Letter of Letter-of-Credit Rights;
(xvxxiii) all Commercial Tort Claims, individually in excess Letters of $3,000,000, as described from time to time on Schedule IV;
Credit; (xvixxiv) all minerals, oil, gas and As-Extracted Collateral;
Patents; (xviixxv) all books Patent Licenses; (xxvi) all Payment Intangibles; (xxvii) all Promissory Notes; (xxviii) all Software; (xxvix) all Supporting Obligations; (xxx) all Tangible Chattel Paper; (xxxi) all Trademarks; (xxxii) all Trademark Licenses; (xxxiii) all Vehicles; and records pertaining to the Article 9 Collateral; and
(xviiixxxiv) 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 ProceedsProceeds (including condemnation proceeds), Supporting Obligations all Accessions, attachments and additions thereto and all substitutions, renewals and replacements therefore and rental payments and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto Borrowers expressly acknowledge that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 granted hereunder will remain as security for payment and performance of the Collateral granted under this AgreementLoan Obligations, including describing such property as “all assets” whether now existing or “all personal property” which may hereafter be incurred by future advances, or words of similar effect. Each Pledgor agrees to provide such information to the Collateral Agent promptly upon requestotherwise. The Collateral Agent is further authorized to file with notice of the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be necessary or advisable for the purpose continuing grant 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 this security interest therefore shall not be required to take any action under be stated on the laws face of any jurisdiction other than the United States of America (or document representing 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 PatentsLoan Obligations, Trademarks or Copyrightsnor otherwise identify it as being secured hereby.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9
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 Pledgor hereby pledges and subject to Section 3.3, in addition to the Collateral Agentprovided under the Swedish Pledge Agreement, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby Parent grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Agent a security interest (the “Security Interest”) in all of Parent’s right, title 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 Pledgor or in which such Pledgor now has or at any time in (collectively with the future may acquire any right, title or interest (collectivelyCollateral under the Swedish Pledge Agreement, 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) collection 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable Goods; and all other Payment Intangibles;
tangible and intangible personal property of Parent (ixother than Intellectual Property) Goods;
(x) all Instruments;
(xi) all Intellectual 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 whether now or hereafter due owned or existing, leased, consigned by or to, or acquired by, Parent and payable with respect to wherever located, and any Intellectual Property, including damages and payments for past of Parent’s property in the possession or future infringements or violations under the control of any Intellectual Property);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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 CollateralAgent; and
(xviii) 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, Supporting Obligations and products Proceeds of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any person with respect to any 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 anything 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 any Loan Documentsthe Rights to Payment.
3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1, this Agreement above, the Collateral shall not constitute include (a) nonassignable licenses or contracts, which by their terms require the consent of the licensor thereof or another party, (b) 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 other party thereto (but only to the extent such prohibition on transfer or grant of a security interest is enforceable under applicable law, including, without limitation, Sections 9406, 9407 and 9408 of the Article 9 Collateral shall not includeUCC), and the other provisions of the Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(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 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 Pledgor with respect to or arising out of the Article 9Intellectual Property.
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of To secure the Secured ObligationsIndebtedness, each Pledgor Debtors hereby pledges grant to the Collateral AgentSecured Party a continuing security interest in, its successors and permitted assigns, for the benefit of the Secured Partiesa general lien upon, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit a right of the Secured Parties, a security interest (the “Security Interest”) in set-off against all of Debtors’ right, title and interest in or the following described Assets, but, only to the extent any and all of the following assets described Assets relate, or are attributable, directly or indirectly, to the Debtors’ oil and gas properties now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):described on Exhibit A attached here to and incorporated herein for all purposes:
(ia) 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 (ii) all including, without limitation, Electronic Chattel Paper and Tangible Chattel Paper;
), Documents, Records, Instruments, advances of credit, money, As-extracted collateral (iii) collection accountsincluding As-extracted collateral from any Debtor’s ownership from its oil and gas properties described on Exhibit A attached hereto), Deposit AccountsEquipment, Securities AccountsInventory, Commodity Accounts Fixtures and Supporting Obligations, together with all products of and Accessions to 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable of the foregoing and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property Proceeds of any of the foregoing (including without limitation all claims for, insurance policies 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 Propertyproceeds thereof);
(xiib) 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 sale, supply, provision or disposition of any Hydrocarbons or other minerals by any Debtor or any one or more of its agents, representatives, successors or assigns to any purchaser or acquirer thereof, and all Inventory products, replacements and proceeds thereof (including reusable water containersincluding, without limitation, all sales contracts for Hydrocarbons) and (ii) relating to the mining, drilling or recovery of any mineral or Hydrocarbon reserves for the benefit of or 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 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 any of the foregoing;
(xiiic) to the extent not included in clause (a) above, all Investment Property Hydrocarbons and other than minerals severed or extracted from the Pledged Collateralground (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), which is governed by Article IIand 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;
(xivd) 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; and
extent not included above, each and every other item of personal property and fixtures, including, without limitation, all licenses, contracts and agreements, (xviii) substitutionsincluding, replacementswithout limitation, accessionscommodity 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 insurance policies and proceeds, licenses, royalties, income, payments, claims, damages and proceeds of suit) and to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect Accessions to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents;
(e) all now existing and hereafter arising or acquired business records and information (including, this Agreement shall not constitute a grant of a security interest in (without limitation, seismic, geological and the Article 9 Collateral shall not includegeophysical data and interpretations), including further, without limitation, computer tapes and other storage media containing the other provisions of the Loan Documents with respect same and computer programs and software (including, without limitation, source code, object code and related manuals and documentation and all licenses to Collateral need not be satisfied with respect to, the Excluded Property.use such software) for accessing and manipulating such information; and
(bf) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and additional property of any Debtor from time to time delivered to file in any relevant jurisdiction any initial financing statements (including fixture filings) or deposited with respect Secured Party or its agent as security for the Secured Indebtedness or otherwise pursuant to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 terms of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Agreement 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 Pledgor constituting Patents, Trademarks or CopyrightsISDA Documents.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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 ObligationsLiabilities and the enforcement or protection of Pledgee's lien in and to the collateral pledged hereunder, each Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured PartiesPledgee, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Pledgee a first priority security interest (the “Security Interest”) in all rightin, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor 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) collection accountsdividends, Deposit Accountscash, Securities Accountsinstruments, 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property (including all claims for, and rights to ▇▇▇ for, past property 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);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) all Letters of Credit and Letter of Credit Rights;
(xv) all Commercial Tort Claims, individually in excess of $3,000,000, as described proceeds from time to time on Schedule IV;
(xvi) all mineralsreceived, oilreceivable, gas and As-Extracted Collateral;
(xvii) all books and records pertaining to the Article 9 Collateral; and
(xviii) substitutions, replacements, accessions, products and Proceeds (including insurance proceeds, licenses, royalties, income, payments, claims, damages and proceeds or otherwise distributed in respect of suit) and to the extent not otherwise included, all Proceeds, Supporting Obligations and products of or in exchange for any and or all of the foregoing and Pledged Shares; (b) all 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 voting trust; and (c) all additional shares and voting trust certificates from time to time acquired by Pledgor in any manner (which
1. additional shares will be deemed to be part of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, this Agreement shall not constitute a grant of a security interest in (and the Article 9 Collateral shall not includePledged Shares), and the certificates representing such additional shares, and all dividends, cash, instruments, and other provisions of the Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and property or proceeds from time to time to file received, receivable, or otherwise distributed in respect of or in exchange for any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 all of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Pledgor agrees to provide such information to the Collateral Agent promptly upon requestshares. 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor 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 the payment or performance, as the case may be, in full of the Secured Obligations, including each Pledgor Guaranty, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in in, all right, title and or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor Grantor or in which such Pledgor 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;; 95959845_3
(iii) collection 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 theretoall Documents;
(iv) all DocumentsEquipment;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(xvi) all Instruments;
(xivii) all Inventory;
(viii) all Intellectual 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);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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;
(xviiix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Goods and Fixtures;
(xii) all Letter-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
(xviiixvii) 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, Supporting Obligations Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing. Notwithstanding ; provided that, notwithstanding anything to the contrary in any Loan Documentsthis Agreement, this Agreement shall not constitute a grant of a security interest in (and the Article 9 Collateral shall not include)include any, and the other provisions of the Loan Documents with respect to Collateral need not no Security Interest shall be satisfied with respect togranted in any, the Excluded PropertyAssets.
(b) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to 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 Collateral as all assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (iA) whether such Pledgor Grantor is an organization, the type of organization and any organizational identification number issued to such Pledgor, Grantor and (iiB) 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 Collateral granted under this Agreement, including describing such property as “all assets” or “all personal property” or words of similar effectrelates. Each Pledgor Grantor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor Grantor with respect to or arising out of the Article 99 Collateral. 95959845_3
(d) Each Grantor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office), including the Trademark Security Agreement, Copyright Security Agreement, and Patent Security Agreement or other documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Grantor hereunder, without the signature of such Grantor, and naming such Grantor, as debtor, and the Collateral Agent, as secured party.
Appears in 1 contract
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 Pledgor hereby pledges the Borrowers grant to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Lender a security interest (the “Security Interest”) in all right, title and interest in or to any and all of the following assets and properties Borrowers’ personal property now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor 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 (but excluding thirty-five percent (35%) of the capital stock of any foreign Subsidiary if to include such capital stock as Collateral would cause Parent adverse tax consequences under Internal Revenue Section 956 (or any successor statute); (g) Deposit Accounts; (h) Cash; (i) all Accounts;
(ii) all Chattel Paper;
(iii) collection accounts, Deposit Accounts, Securities Accounts, Commodity Accounts and any cash or other assets held in such accounts and any security entitlements Goods; and other rights with respect thereto;
(iv) all Documents;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable tangible and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property (including all claims for, and rights to ▇▇▇ for, past or future infringements or violations intangible personal property of any Intellectual Property and all income, royalties, damages and payments the Borrowers whether now or hereafter due owned or existing, leased, consigned by, or acquired by, any Borrower and payable with respect to any Intellectual Property, including damages and payments for past or future infringements or violations of any Intellectual Property);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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 Collateralwherever located; and
(xviii) 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, Supporting Obligations and products Proceeds of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any person replacements for, and rents, profits and products of each of the foregoing; provided, however, that the Collateral shall include all Accounts and General Intangibles (other than Intellectual Property Licenses which prohibit such assignment (unless such provision would be rendered ineffective with respect to any the creation of the foregoingsecurity interest hereunder pursuant to Sections 9-406 or 9-408 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity)) 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 anything to the contrary in any Loan Documentsforegoing, this Agreement shall not constitute if a grant of judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in (and the Article 9 Collateral shall not include), and the other provisions of the Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 underlying Intellectual Property is necessary or advisable to ensure the perfection of the have a security interest in the Rights to Payment, then the Collateral granted under shall automatically, and effective as of the date of this Agreement, including describing such property as “all assets” or “all personal property” or words of similar effect. Each Pledgor agrees to provide such information include the Intellectual Property to the Collateral Agent promptly upon request. The Collateral Agent is further authorized extent necessary 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out permit perfection of the Article 9Lender’s security interest in the Rights to Payment.
Appears in 1 contract
Security Interest. To secure payment and performance of the Obligations (as defined below), Debtor grants Secured Party a security interest in all of the property described below in which Debtor has or acquires an interest, wherever located, whether now owned or hereafter acquired, ("Collateral"):
(a) As security for the payment or performance, as the case may be, in full All of the silver coins recovered by Debtor from the shipwreck known as "SS Republic" as specifically listed on Schedule 1 attached hereto, together with additions (the "Coins");
(b) All accounts, contract rights, documents, chattel paper (including electronic chattel paper), instruments, and general intangibles, and all returned or repossessed goods arising from sales of the Coins (the "Accounts");
(c) All proceeds of insurance policies insuring any of the Coins against loss (whether or not the Secured ObligationsParty is a loss payee or additional insured thereof) and any indemnity, each Pledgor hereby pledges warranty or guaranty payable by reason of loss or damage to or otherwise with respect to the Collateral Agent, its successors and permitted assigns, for the benefit Coins;
(d) All salvage rights of the Secured PartiesDebtor with respect to its services in recovering the Coins;
(e) All equipment, fixtures, and hereby grants inventory (including all goods held for sale, lease or demonstration or to the Collateral Agentbe furnished under contracts of service, its successors goods leased to others, trade-ins and permitted assignsrepossessions, raw materials, work in process and materials or supplies used or consumed in Debtor's business), including all spare and repair parts, special tools, equipment and replacements for the benefit any of the Secured Partiesforegoing, a and any software embedded therein or related thereto;
(f) All financial assets, investment property, securities (whether certificated or uncertificated, and including investment company securities), security interest (the “Security Interest”) in entitlements, securities accounts, commodity contracts, and commodity accounts, including all rightsubstitutions and additions thereto, title and interest in or to any and all of the following assets dividends, distributions and properties now owned sums distributable or at any time hereafter acquired by such Pledgor payable from, upon or in which respect of such Pledgor now has or at any time in the future may acquire any right, title or interest property;
(collectively, the “Article 9 Collateral”):g) All commercial tort claims;
(h) All deposit accounts of Debtor maintained by Secured Party;
(i) all Accounts;All letter-of-credit rights; and
(iij) all Chattel Paper;
(iii) collection accounts, Deposit Accounts, Securities Accounts, Commodity Accounts and any cash All supporting obligations that support the payment or other assets held in such accounts and any security entitlements and other rights with respect thereto;
(iv) all Documents;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property (including all claims for, and rights to ▇▇▇ for, past or future infringements or violations performance 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 Propertythe foregoing ("Supporting Obligations");
(xiik) All additions and accessions to, all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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; and
(xviii) substitutions, replacements, accessions, products and Proceeds (including insurance proceeds, licensesproducts, royaltiesoffspring and profits of, income, payments, claims, damages and proceeds of suit) and to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing rights and all collateral security and guarantees given by any person with respect to privileges incident to, any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9
Appears in 1 contract
Sources: Security Agreement (Odyssey Marine Exploration Inc)
Security Interest. (a) As security for To secure the payment or performancefull and timely payment, as the case may be, in full performance and satisfaction of the Secured Obligations, each Pledgor Debtor hereby pledges collaterally assigns to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured PartiesParty, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Party a security interest (the “Security Interest”) in all rightin, title and interest in or to any and all of the following assets and properties such Debtor’s property, whether now owned or at any time hereafter acquired by existing or acquired, regardless of where located including, without limitation, all of such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):Debtor’s:
(ia) all Accounts;
(iib) all Chattel Paper, including Electronic Chattel Paper;
(iiic) collection accounts, Deposit Accounts, Securities Accounts, Commodity Accounts Computer Hardware and any cash or other assets held in such accounts Software and any security entitlements and other 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;
(ive) all Deposit Accounts;
(f) Documents;
(vg) all EquipmentFinancial Assets;
(vih) all Fixtures;
(vii) all General Intangibles;
(viiii) loans receivable Goods (including all of its Equipment, Fixtures and Inventory), and all other Payment Intangiblesembedded software, accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor);
(ixj) Goods;
(x) all Instruments;
(xik) all Intellectual 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);
(xiil) all Inventory (including reusable water containers)Investment Property;
(xiiim) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) all Letters of Credit and Letter of Credit Rights;
(xvn) all Commercial Tort Claimsmoney (of every jurisdiction whatsoever);
(o) Security Entitlements;
(p) Supporting Obligations
(q) 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, individually in excess of $3,000,000, as described 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 Schedule IVthe books of the issuer thereof or any financial intermediary pertaining to the Equity 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;
(xvir) all minerals, oil, gas promissory notes or intercompany notes and As-Extracted Collateral;
(xvii) and all books and records pertaining to the Article 9 Collateralcertificates or instruments evidencing such promissory notes or intercompany notes; and
(xviii) 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 includedincluded in the foregoing, all Proceeds, Supporting Obligations and products other personal property of any kind or description, together with all books, records, writings, data bases, information and all of the foregoing and all collateral security and guarantees given by any person with respect other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing. Notwithstanding anything , and all Proceeds, products, rents, issues, profits and returns of and from any of the foregoing; provided that to the contrary in extent that the provisions of any Loan Documentslease or license of Computer Hardware and Software or Intellectual Property expressly prohibit (which prohibition is enforceable under applicable law) the assignment thereof, 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 (and the Article 9 Collateral shall not include), and the other provisions respect of the Loan Documents with respect to Collateral need not be satisfied with respect toProceeds thereof) for so long as such prohibition continues, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto it being understood that contain the information required by Article 9 upon request of the Uniform Commercial Code of each applicable jurisdiction Secured Party, such Debtor will in good faith use reasonable efforts to obtain consent for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) in the case creation 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 favor of the Collateral granted under this Agreement, including describing such property as “all assets” or “all personal property” or words of similar effect. Each Pledgor agrees Secured Party (and to provide such information to the Collateral Agent promptly upon request. 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 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 Secured Party’s enforcement of such Pledgor constituting Patents, Trademarks security interest) in such Debtor's rights under such lease or Copyrightslicense.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9
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 Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby Borrower grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Agent a security interest (the “Security Interest”) in all of Borrower’s right, title title, and interest in or in, to any and under all of Borrower’s personal property and other assets (other than any Intellectual Property) including without limitation the following assets and properties (except as set forth herein) whether now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor 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) all Accounts;
(ii) all Chattel Paper;
(iii) collection 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable Goods; and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property (including all claims for, tangible and rights to ▇▇▇ for, past or future infringements or violations intangible personal property of any Intellectual Property and all income, royalties, damages and payments Borrower whether now or hereafter due owned or existing, leased, consigned by or to, or acquired by, Borrower and payable with respect to wherever located, and any Intellectual Property, including damages and payments for past of Borrower’s property in the possession or future infringements or violations under the control of any Intellectual Property);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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 CollateralAgent; and
(xviii) 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, Supporting Obligations and products Proceeds of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any person with respect to any 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 anything 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, include the Intellectual Property to the contrary extent necessary to permit perfection of Agent’s security interest in any Loan Documentsthe Rights to Payment.
3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1 above, this Agreement the Collateral shall not constitute include (a) licenses or other contracts, which by their terms require the consent of the licensor thereof or another party for a grant of a security interest therein or the assignment thereof or in any assets subject thereto (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 9406, 9407 and 9408 of the Article 9 Collateral shall not includeUCC), (b) any property and assets the other pledge of which would require governmental consent, approval, license or authorization or is prohibited or restricted by applicable law (after giving effect to the applicable anti-assignment provisions of the Loan Documents UCC or other applicable law), (c) Equipment or other assets otherwise constituting Collateral owned by Borrower on the date hereof or hereafter acquired that is subject to a Lien securing purchase money Indebtedness or capital lease obligations permitted to be incurred pursuant to the provisions of this Agreement if the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money Indebtedness or capital lease obligations) validly prohibits the creation of any other Lien on such Equipment or such other asset, (d) Excluded Accounts, or (e) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Excluded Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter; provided that with respect to Collateral need not be satisfied with respect toclauses (a), the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 c), upon termination of such prohibition, such interest shall immediately become 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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patentsby Borrower, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9Lender.
Appears in 1 contract
Sources: Loan and Security Agreement (Tg Therapeutics, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor Debtor hereby pledges grants to the Canadian Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Canadian Lenders and hereby grants to the for its benefit as Canadian Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a continuing security interest (the “"Security Interest”") in all right, title 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 Pledgor or existing, and in which such Pledgor 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 Chattel Paperof its Accounts, 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) collection accountsall of its Intangibles (including, Deposit Accountswithout limitation, Securities Accounts, Commodity Accounts payment intangibles and any cash or other assets held in such accounts and any security entitlements and other rights with respect theretosoftware);
(iv) all Documentsof its Intercompany Collateral (as hereinafter defined);
(v) all Equipmentof its deeds, 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 Fixturespresent and future contracts, contract rights and insurance claims;
(vii) all General IntangiblesIntellectual Property;
(viii) loans receivable all Money and all other Payment Intangibles;Securities; and
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property (including all claims for, and rights to ▇▇▇ for, past or future infringements or violations of its other property described in 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);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) all Letters of Credit and Letter of Credit Rights;
(xv) all Commercial Tort Claims, individually in excess of $3,000,000, as described schedule from time to time on Schedule IV;
(xvi) all minerals, oil, gas and As-Extracted Collateral;
(xvii) all books and records pertaining delivered by Debtor to the Article 9 CollateralCanadian Collateral Agent; and
(xviii) 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 Proceedspayments under insurance or any indemnity, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person warranty or guaranty with respect to any of the foregoing. Notwithstanding anything , in each case to the contrary in any Loan Documents, this Agreement shall not constitute a grant of a security interest in extent such terms are defined under the Personal Property Security Act (and the Article 9 Collateral shall not includeOntario) ("PPSA"), and the other provisions . All of the Loan Documents with respect foregoing property of the Debtor shall be collectively referred to Collateral need not be satisfied with respect to, herein as the Excluded Property"Collateral".
(b) Each Pledgor Debtor hereby irrevocably authorizes assigns to Canadian Collateral Agent, for the Collateral Agent at any time and from time to time to 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 contain the information required by Article 9 benefit of the Uniform Commercial Code Canadian Lenders and for its benefit as Canadian Collateral Agent, any and all of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 its security interest in the Collateral granted under this Agreementany Goods (including, including describing such property as “all assets” or “all personal property” or words of similar effect. Each Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall but not subject the Collateral Agent or any other Secured Party limited to, or in any way alter or modifyEquipment, any obligation or liability of any Pledgor with respect to or arising out of the Article 9fixtures and Inventory);
Appears in 1 contract
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 Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby Borrower grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Lender a security interest (the “Security Interest”) in all of Borrower’s right, title 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 Pledgor or in which such Pledgor 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 constituting Excluded Collateral); (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;
(ii) all Chattel Paper;
(iii) collection 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;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) loans receivable Goods; and all other Payment Intangibles;
(ix) Goods;
(x) all Instruments;
(xi) all Intellectual Property (including all claims for, tangible and rights to ▇▇▇ for, past or future infringements or violations intangible personal property of any Intellectual Property and all income, royalties, damages and payments Borrower whether now or hereafter due owned or existing, leased, consigned by or to, or acquired by, Borrower and payable with respect to wherever located, and any Intellectual Property, including damages and payments for past of Borrower’s property in the possession or future infringements or violations under the control of any Intellectual Property);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) 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 CollateralLender; and
(xviii) 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, Supporting Obligations and products Proceeds of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any person with respect to any replacements for, and rents, profits and products of each of the foregoing. Notwithstanding anything to ; provided, however, the contrary in any Loan Documents, this Agreement security interest grant hereunder shall not constitute extend to and the term “Collateral” shall not include (such property so excluded from Collateral is referred to herein as the “Excluded Collateral”); the Intellectual Property; provided, further, that notwithstanding the foregoing, (x) 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”), and (y) if a grant court of competent jurisdiction (including a U.S. Bankruptcy Court) holds that it is necessary to have a security interest in (and the Article 9 Intellectual Property out of which such Rights to Payment arise in order to have a security interest in such Rights to Payment, then the Collateral shall not includeautomatically, and effective as of the date of this Agreement, include that portion of the Intellectual Property to the extent necessary to permit perfection of Lender’s security interest in such Rights to Payment. In the event Lender obtains a security interest in any Intellectual Property under the immediately preceding clause (y), and then Lender shall not exercise any rights or remedies (under the other provisions of the Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filingsUCC or otherwise) with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Pledgor agrees to provide such information Intellectual Property except to the Collateral Agent promptly upon request. The Collateral Agent is further authorized extent necessary to file with the United States Patent exercise rights and Trademark Office or United States Copyright Office (or any successor office) such documents as may be necessary or advisable for the purpose remedies in respect 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 Rights 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 Pledgor constituting Patents, Trademarks or CopyrightsPayment.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9
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 the Secured ObligationsObligations of the Credit Parties, each Pledgor Credit Party hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title and interest in or in, to and under any and all of the following assets and properties (wherever located) now owned or at any time hereafter acquired by such Pledgor Credit Party or in which such Pledgor Credit Party 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) collection accountsall cash, cash equivalents and 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;
(vi) all FixturesGoods;
(vii) all General Intangibles;
(viii) loans receivable and all other Payment IntangiblesInstruments (including the Pledged Debt Securities);
(ix) Goodsall Inventory;
(x) all InstrumentsInvestment Property (including the Pledged Equity Interests);
(xi) all Intellectual 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);
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) all Letters of Credit and Letter of Credit Rights;
(xvxii) all Intellectual Property;
(xiii) all Commercial Tort Claims, individually in excess of $3,000,000including, as without limitation, those described on Schedule IV hereto;
(1) Securities Accounts, (2) Investment Property credited to Securities Accounts or Deposit Accounts from time to time on Schedule IVand all Security Entitlements in respect thereof, (3) all cash held in any Securities Account or Deposit Account and (4) all other money in the possession of the Collateral Agent;
(xvi) all minerals, oil, gas and As-Extracted Collateral;
(xviixv) all books and records Records pertaining to the Article 9 Collateral; and
(xviiixvi) 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, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documentsthis Agreement, this Agreement shall not constitute a grant of a security interest in (a) any motor vehicle, aircraft, airframe, rolling stock and other assets subject to a certificate of title or ownership, whether now owned or hereafter acquired, (b) any Excluded Equity Interests, (c) any Letter of Credit Rights relating to any letter of credit with a face amount not in excess of $5,000,000, except to the Article 9 extent constituting a support obligation for other Collateral shall not includeas to which perfection of a security interest therein can be perfected by the filing of any financing statement under the Uniform Commercial Code (or similar filing in any applicable jurisdiction), and to the extent the applicable Credit Party is not required by applicable law to apply the proceeds of a drawing of such letter of credit for a specified purpose, (d) any Credit Party’s right, title or interest in any lease, license or agreement or any property subject to a purchase money security interest, Financing Lease Obligation or similar arrangements to which such Credit Party is a party or any of its right, title or interest thereunder, the property subject thereto, any insurance in respect thereof, any management or operating agreement with respect thereto and deposits made in respect thereof and all rights, title or interest in relation to any of the foregoing, in each case, to the extent that such a grant would, under the terms of such lease, license or agreement, purchase money, financing lease or similar arrangement result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of or create a right of termination in favor of or require the consent of any other party (in each case, other than a Credit Party) to, such lease, license or agreement, (e) (i) all owned real property interests with a fair market value (as reasonably determined by the Borrower in good faith) equal to or less than $7,500,000; and (ii) all leasehold interests (it is understood that there shall be no requirement to obtain landlord waivers, estoppels or collateral access agreements or acknowledgements, bailee waivers and similar letters), (f)(i) payroll, healthcare and other employee wage and benefit accounts, (ii) tax accounts, including, without limitation, sales tax accounts, (iii) escrow, defeasance, discharge and redemption accounts, (iv) fiduciary or other trust accounts, and, in the case of clauses (i) through (iv), the funds or other property held in or maintained in such account, (v) zero-balance accounts, (vi) accounts in jurisdictions other than in the jurisdiction of organization of the applicable granting Credit Party, the United States or any state thereof, and (vii) accounts other than those described in the preceding clauses with respect to which the average daily balance of the funds maintained on deposit therein does not exceed $1,000,000 in the aggregate (such accounts in this clause (f) being the “Excluded Accounts”) (g) any Commercial Tort Claim with an expected value not in excess of $1,000,000, as determined in good faith by the Borrower, (h) the Borrower’s or its subsidiaries’ rights in relation to aircraft and airframes, including rights under any lease, sublease, charter, management, operating, crew, service, repair, maintenance, storage or other agreement relating to the aircraft, rights in the aircraft and any parts, accessions and accessories thereto, rights under insurance policies and security deposits and rights in income derived from and proceeds of any of the foregoing, in the ordinary course, (i) assets if the granting of a security interest therein would result in material adverse tax consequences to any Credit Party as reasonably determined by the Borrower, (j) those assets as to which the Requisite Lenders and the Borrower reasonably determine in good faith that any of the cost, burden or consequences (including adverse tax consequences) of obtaining or perfecting such a security interest in such assets is excessive in relation to the practical benefit to the Secured Parties of the security to be afforded thereby, (k) foreign intellectual property, (l) any United States “intent to use” trademark application or intent-to-use service m▇▇▇ application filed pursuant to Section 1(b) of the L▇▇▇▇▇ Act, to the extent and during the period that the grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of the applicable Credit Party’s right, title or interest therein or any trademark or service m▇▇▇ registration that issues as a result of such application under applicable federal law (including prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto), after which period such application shall be automatically subject to the security interest granted herein and deemed to be included in the Collateral, (m) intellectual property specifically requiring a filing in a jurisdiction outside of the United States, (n) any assets (including interests in partnerships, joint ventures and other non-wholly owned entities) in respect of which and to the extent that pledges and security interests are prohibited by law or prohibited by agreements containing anti-assignment clauses not overridden by the New York UCC or other applicable law, (o) any assets and proceeds thereof subject to a Financing Lease Obligation or a purchase money lien permitted by clause 13 of the definition of “Permitted Liens” in the Credit Agreement to the extent such a grant would violate or invalidate the documents providing for such Financing Lease Obligation or purchase money lien and (p) prior to the Discharge of ABL Obligations, any property that would otherwise constitute ABL Priority Collateral but is an Excluded Asset (as such term is defined in the ABL Collateral Agreement); provided that clauses (b), (d), (k) or (n) shall not include (x) items to the extent the prohibition or restriction on the assignment or pledge thereof hereunder is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the UCC, any other applicable anti-assignment provisions of the Loan Documents with respect UCC or other applicable law (including without limitation Title 11 of the United States Code) or (y) proceeds from the sale, license, lease or other disposition and receivables of the assets referred to Collateral need not be satisfied with respect toin such clause (including Accounts and other monies due or to become due under or in connection therewith), the assignment of which is expressly deemed effective under Section 9-406, 9-407, 9-408, or 9-409 of the UCC, any other applicable anti-assignment provisions of the UCC or other applicable law notwithstanding such prohibition (the assets described in clauses (a) through (p) above, subject to the foregoing proviso, collectively, the “Excluded PropertyAssets”); provided that such exclusions shall not de facto apply to the proceeds of any of the property referred to in the foregoing clauses (d), (k) and (n) of this Section 3.01 or in clauses (A) to and including (I) of Section 2.01(a).
(b) Each Pledgor Credit Party hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral (including Article 9 Collateral consisting of Pledged Collateral) or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor Credit Party is an organization, the type of organization and any organizational identification number issued to such PledgorCredit Party, (ii) in the case of a financing statement filed as a fixture filingfiling in a Uniform Commercial Code filing office, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of Collateral 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 Security Interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or ”, “all personal property” assets whether now owned or hereafter acquired”, or words of similar effect. Each Pledgor Credit Party agrees to provide such information to the Collateral Agent promptly upon request. 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 or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting reflecting the Security Interest granted by each Pledgor, without the signature of any PledgorCredit Party, and naming any Pledgor Credit Party or the Pledgors Credit Parties as debtors and the Collateral Agent as secured party. Notwithstanding anything to the contrary herein, no Pledgor Credit Party 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 Pledgor Credit Party constituting Patents, Trademarks or CopyrightsIntellectual Property.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor Credit Party with respect to or arising out of the Article 9Collateral.
(d) Notwithstanding anything to the contrary in this Agreement or the Credit Agreement, (i) no perfection steps shall be required by any means other than (A) filings pursuant to the Uniform Commercial Code in the office of the Secretary of State (or equivalent filing office) of the relevant State(s) of the respective jurisdictions of organization of each Credit Party, (B) filings in the United States Patent and Trademark Office and the United States Copyright Office of the Intellectual Property Security Agreement, (C) delivery of Collateral consisting of promissory notes and instruments evidencing Indebtedness for borrowed money; provided that such delivery shall not be required with respect to (1) promissory notes and instruments evidencing Indebtedness for borrowed money having an aggregate principal amount not in excess of $5,000,000, (2) any promissory notes and instruments evidencing Indebtedness for borrowed money that are promptly deposited into an investment or securities account, (3) checks received in the ordinary course of business and (4) promissory notes and instruments evidencing Indebtedness issued in connection with the extension of trade credit by the grantor of a security interest, (D) delivery of Collateral consisting of certificated Equity Interests included in the Collateral to the Collateral Agent, Term Loan Agent, Term Loan Representative or any Additional Term Agent, as applicable, in accordance with the ABL/Term Loan Intercreditor Agreement, (E) recording of mortgages with respect to all owned real property interests with a fair market value Fair Market Value greater than $7,500,000 and (E) other actions expressly required by this Agreement or the Credit Agreement or as set forth in any local law security agreement; (ii) no actions shall be required in order to create any security interest in assets located or titled outside of the United States or make enforceable any such security interest; (iii) no security shall be taken or perfected over movable plant and equipment to the extent requiring any labeling or segregation of such plant or equipment; (iv) no security shall be taken or perfected over any stock in trade to the extent this would require any item-specific or periodic listing of stock in trade or any segregation thereof; (v) no Control Agreement shall be required to be executed and delivered with respect to any Excluded Account; (vi) no notice shall be required to be delivered to Account Debtors or other contractual third parties prior to the occurrence and during the continuance of an Event of Default; and (vii) no action in addition to the filings contemplated under clause (i) above shall be required to perfect the Security Interest in any Commercial Tort Claim or Letter of Credit Right included in the Collateral.
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Security Interest. (a) As collateral security for the prompt payment or performance, as the case may be, and performance in full when due of the Secured ObligationsBenefited Obligations (whether at stated maturity, each Pledgor by acceleration or otherwise), the Debtor hereby pledges and assigns (as collateral) to the Collateral Agent, its successors and permitted assignsgrants the Collateral Agent a continuing lien on and security interest in, for the benefit all of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all Debtor's right, title and interest in or and to any and all of the following assets and properties following, whether now owned or at any time hereafter arising or acquired by such Pledgor or in which such Pledgor 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 Accounts;
(iib) all Chattel Paper;
(iiic) collection 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 theretoall Leases;
(iv) all Documents;
(v) all Equipment;
(vi) all Fixtures;
(viid) all General Intangibles;
(viiie) loans receivable and all other Payment IntangiblesEquipment;
(ixf) Goodsall Inventory;
(xg) all Instruments;
Advances to Dealers, Dealer Agreements (xi) all Intellectual Property (including all claims forand any amounts advanced to or liens granted by Dealers thereunder), and the Installment Contracts or Leases securing the repayment of such Advances to Dealers (and other indebtedness of Dealers to Debtor) and related financial property (the security interest granted hereby in such Dealer Agreements, Advances to Dealers, Installment Contracts and Leases, and the Accounts, Chattel Paper, General Intangibles and proceeds therefrom relating to such Dealer Agreements, Advances to Dealers, Installment Contracts and Leases being subject to the 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 PropertyDealers under Dealer Agreements);
(xiih) all Inventory computer records (including reusable water containers"Computer Records") and software ("Software"), whether relating to the foregoing Collateral or otherwise, but in the case of such Software, subject to the rights of any non-affiliated licensee of software;
(xiiii) all Investment Property shares of stock, and other than equity, partnership or membership interests constituting ownership interests (or evidence thereof) or other securities, of the Pledged Collateral, which is governed by Article II;
(xiv) all Letters Significant Domestic Subsidiaries of Credit and Letter of Credit Rights;
(xv) all Commercial Tort Claims, individually in excess of $3,000,000, as described Debtor from time to time on Schedule IV;
owned or acquired by the Debtor in any manner (xvi) including without limitation, as applicable, the Pledged Shares), and any certificates at any time evidencing the same, and all mineralsdividends, oilcash, gas instruments, rights and As-Extracted Collateral;
(xvii) other property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all books and records pertaining to the Article 9 Collateralof such shares; and
(xviiij) 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, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything to the contrary in any Loan Documents, 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 Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and Non-Specified Interest from time to time to file owned or acquired by the Debtor in any relevant jurisdiction manner and any initial financing statements certificates or other instruments at any time evidencing the same, and all dividends, cash, instruments, rights and other property (including fixture filingsany Non-Specified Assets) from time to time received or otherwise distributed in respect of or in exchange for any or all of such interest; and
(k) the Proceeds, in cash or otherwise, of any of the property described in the foregoing clauses (a) through (j) and all liens, security, rights. remedies and claims of the Debtor with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (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 Pledgor agrees to provide such information to the Collateral Agent promptly upon request. 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 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9thereto;
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Security Interest. (a) As Subject, in the case of each Grantor that is a Subsidiary Party, to Section 5.01, as security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “"Security Interest”") in in, all right, title and or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor Grantor or in which such Pledgor 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) collection accounts, all 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;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesInstruments;
(viii) loans receivable and all other Payment IntangiblesInventory;
(ix) Goodsall Investment Property;
(x) all InstrumentsLetter-of-Credit rights;
(xi) all Intellectual Property (including all rights and claims forin respect of Federal, and rights to ▇▇▇ for, past state 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)other tax refunds;
(xii) all Inventory (including reusable water containers);
(xiii) all Investment Property other than the Pledged Collateral, which is governed by Article II;
(xiv) all Letters of Credit and Letter of Credit Rights;
(xv) all Commercial Tort Claims, individually commercial tort claims set forth in excess of $3,000,000, as described from time to time on Schedule IV;
(xvi) all minerals, oil, gas and As-Extracted Collateral;
(xviixiii) all books and records pertaining to the Article 9 Collateral; and
(xviiixiv) 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, Supporting Obligations Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing. Notwithstanding anything herein to the contrary contrary, in any Loan Documents, this Agreement no event shall not constitute a grant of a security interest in (and the i) Article 9 Collateral include any Capital Stock in any Subsidiary or other Person to the extent that a pledge of such Capital Stock hereunder shall not include), and the other provisions be required by reason of the Loan Documents with respect to last paragraph of the definition of "Collateral need not be satisfied with respect to, and Guarantee Requirement" in the Excluded PropertyCredit Agreement or (ii) the Pledged Stock include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary.
(b) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to 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 Collateral as all assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (ia) whether such Pledgor Grantor is an organization, the type of organization and any organizational identification number issued to such Pledgor, Grantor and (iib) in the case of a financing statement filed as a fixture filingfiling 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 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 effectrelates. Each Pledgor Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to 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 officeoffice 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 granted by each PledgorGrantor, without the signature of any PledgorGrantor, and naming any Pledgor Grantor or the Pledgors Grantors 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 Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Article 9
Appears in 1 contract
Sources: Collateral and Guarantee Agreement (Healthsouth Corp)