Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) all Commercial Tort Claims listed on Schedule II hereto; (iv) all Deposit Accounts; (v) all Documents; (vi) all Equipment; (vii) all General Intangibles; (viii) all Goods; (ix) all Instruments; (x) all Inventory; (xi) all Investment Property; (xii) all books and records pertaining to the Article 9 Collateral; and (xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”). (b) 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 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 (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder. (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 Grantor with respect to or arising out of the Article 9
Appears in 5 contracts
Sources: Pledge and Security Agreement (Sabre Corp), Pledge and Security Agreement, Pledge and Security Agreement (Sabre Corp)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all AccountsCopyrights;
(ii) all Chattel PaperPatents;
(iii) all Commercial Tort Claims listed on Schedule II heretoTrademarks;
(iv) all Deposit AccountsLicenses;
(v) all Documents;other Intellectual Property; and
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided . provided, however, that notwithstanding anything to any of the contrary other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in this Agreementthe U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any Excluded Asset property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the ▇▇▇▇▇▇ Act (which Excluded Assets15 U.S.C. 1051, for et seq.), to the avoidance extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of doubt, shall not constitute “Article 9 Collateral”)such Trademark application.
(b) 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 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do soGrantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. Each Grantor shall The Notes Collateral Agent is further authorized to file on behalf of with the Collateral Agent, United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured PartiesSecurity Interest granted by each Grantor, without the signature of any financing statements in Grantor, and naming any Grantor or the relevant jurisdiction necessary to perfect Grantors as debtors and the security interests in the Article 9 Notes Collateral granted hereunderAgent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9Collateral.
Appears in 5 contracts
Sources: Intellectual Property Security Agreement (Freescale Semiconductor, Ltd.), Intellectual Property Security Agreement (Freescale Semiconductor, Ltd.), Intellectual Property Security Agreement (Freescale Semiconductor, Ltd.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretoDeposit Accounts;
(iv) all Deposit AccountsDocuments (other than title documents relating to vehicles);
(v) all DocumentsEquipment;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ixvii) all Instruments;
(xviii) all Inventory;
(xiix) all Investment Property;
(x) Letter-of Credit Rights;
(xi) Commercial Tort Claims described in Schedule IV;
(xii) all other personal property (other than leasehold interests in real property) not otherwise described above (except for any property specifically excluded from any clause in this section above and any property specifically excluded from any defined term used in any clause of this section);
(xiii) all books and records pertaining to the Article 9 Collateralrecords; and
(xiiixiv) to the extent not otherwise included, all Proceeds and products of any and all Supporting Obligations of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided ;
(b) provided, that notwithstanding anything herein to the contrary contrary, in this Agreement, this Agreement no event shall not constitute a grant of a the security interest in any Excluded Asset (which Excluded Assetsgranted hereunder attach to, for nor the avoidance of doubt, shall not constitute terms “Article 9 Collateral”” or “Pledged Stock” include (A) 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 (i) the unenforceability of any right of the Grantor therein or (ii) in 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 Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law or principles of equity), provided, however, that such security interest shall attach immediately at such time as the condition causing such 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 (i) or (ii) including, without limitation, any proceeds of such contract or agreement, (B) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or any Equity Interests in any Person that is not a wholly-owned Subsidiary where, pursuant to the organizational documents or any related shareholders or similar agreement of such Person, the grant of such security interest or lien is prohibited or prohibited without the consent of the equity holders of such Person (other than the Borrower or any wholly-owned Subsidiary thereof); and (C) assets owned by any Grantor on the date hereof or hereafter acquired and any proceeds thereof that are subject to a Lien securing Indebtedness permitted to be incurred pursuant to Section 4.09(b)(4) of the Indenture to the extent and for so long as the contract or other agreement in which such Lien is granted (or the documentation providing for such Indebtedness) validly prohibits the creation of any other Lien on such assets and proceeds.
(bc) 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 Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all assets of such Grantor Grantor, 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 (Aa) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (Bb) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of also ratifies its authorization for the Collateral Agent, 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 office or any similar office in any other country) such documents as may be necessary or advisable for the benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured PartiesSecurity Interest granted by each Grantor, without the signature of any financing statements in Grantor, and naming any Grantor or the relevant jurisdiction necessary to perfect Grantors as debtors and the security interests in the Article 9 Collateral granted hereunderAgent as secured party.
(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 Grantor with respect to or arising out of the Article 99 Collateral.
Appears in 5 contracts
Sources: Collateral Agreement (American Media Inc), Collateral Agreement (Ami Celebrity Publications, LLC), Collateral Agreement (Ami Celebrity Publications, LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”).
(b) 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 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 (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(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 Grantor with respect to or arising out of the Article 9
Appears in 4 contracts
Sources: Pledge and Security Agreement (Sabre Corp), Pledge and Security Agreement (Sabre Corp), Pledge and Security Agreement (Sabre Corp)
Security Interest. (a) As security for the payment or performance, as the case may beapplicable, in full of the Obligations, including the Guarantees, each Grantor hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretoDocuments;
(iv) all Deposit AccountsEquipment;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(vi) Intellectual Property;
(vii) all Instruments;
(viii) all GoodsInventory;
(ix) all InstrumentsInvestment Property;
(x) all InventoryLetter-of-credit rights;
(xi) all Investment Propertythe commercial tort claims specified on Schedule IV;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security, supporting obligations, collateral security obligations and guarantees given by any Person with respect to any of the foregoing; provided . Notwithstanding the foregoing, the Article 9 Collateral shall not include (i) any Equipment that notwithstanding anything is subject to a purchase money Lien or Lien securing Capital Lease Obligations, in each case, permitted under the Credit Agreement to the contrary extent the documents relating to such purchase money Lien or Capital Lease Obligations would not permit such Equipment to be subject to the Security Interests created hereby, (ii) any property to the extent that the grant of the Security Interest in such property is prohibited by any Requirements of Law of any Governmental Authority, (iii) any contract, license or agreement to the extent that the grant of the Security Interest in such contract, license or agreement constitutes a breach or default under or results in termination of such contract, license, agreement, (iv) any Investment Property or Pledged Securities to the extent that the grant of the Security Interest in such Investment Property or Pledged Securities constitutes a breach or default under any applicable shareholder or similar agreement, except, in each case (i) through (iv), to the extent that such Requirement of Law or the provision of such contract, license, agreement instrument or other document or shareholder or similar agreement giving rise to such prohibition, breach, default or termination is ineffective under applicable law, (v) Equity Interests of Unrestricted Subsidiaries, Restricted Subsidiaries that are not wholly owned, entities that are Specified Subsidiaries by reason of clauses (ii) or (iii) of the definition of Specified Subsidiary or entities that are not Subsidiaries (other than Equity Interests held in any Securities Account), and (vi) more than 65% of the outstanding voting Equity Interests of any Foreign Subsidiary; it being understood that this Agreement, this Agreement paragraph shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assets, for be seen as excluding from the avoidance of doubt, shall not constitute “Article 9 Collateral”Collateral Proceeds, substitutions or replacements of property described in clauses (i) through (vi) above unless such Proceeds, substitutions or replacements would constitute property described in such clauses (i) through (vi).
(b) 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 Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as “all assets assets” of such Grantor or words of similar effect such other description as being of an equal or lesser scope or with greater detail, the Collateral Agent may determine and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of also ratifies its authorization for the Collateral AgentAgent to file in any relevant jurisdiction any initial financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured PartiesSecurity Interest granted by each Grantor, without the signature of any financing statements in Grantor, and naming any Grantor or the relevant jurisdiction necessary to perfect Grantors as debtors and the security interests in the Article 9 Collateral granted hereunderAgent as secured party.
(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 Grantor with respect to or arising out of the Article 9
Appears in 4 contracts
Sources: Credit Agreement (United Surgical Partners International Inc), Guarantee and Collateral Agreement (United Surgical Partners International Inc), Credit Agreement (United Surgical Partners International Inc)
Security Interest. (a) 3.1 As security for the prompt and complete payment when due (whether on the payment dates or performance, as otherwise) of all the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby Borrower grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Agent a security interest (the “Security Interest”) in and lien on all of Borrower’s right, title or 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 Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (other than Intellectual Property); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Goods; and all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books other tangible and records pertaining to intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the Article 9 Collateralpossession or under the control of Agent; and
(xiii) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all supporting obligationsaccessions to, collateral security substitutions and guarantees given by any Person with respect to any replacements for, and rents, profits and products of each of the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”).
(b) 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 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 (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right 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 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 Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf include (a) more than 65% of the Collateral Agent, presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary (other than an Eligible Foreign Subsidiary) which shares entitle the holder thereof to vote for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(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 Grantor 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 Subject to the terms of the Acknowledgment Agreements (as applicable) and the subordination described in Section 2.18, Section 2.19 and Section 2.20, the Borrower hereby grants, pledges and assigns to the Administrative Agent (on behalf of and for the ratable benefit of each Secured Party) as security for the payment or performance, as and performance by the case may be, in full Borrower of the Obligations, including the Guarantees, each Grantor hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (in all of the “Security Interest”) in and lien on all Borrower’s right, title and interest in, to and under, in any case, whether now held or interest in hereafter acquired (i) all ▇▇▇▇▇▇ ▇▇▇ MSRs; (ii) all ▇▇▇▇▇▇▇ Mac MSRs; (iii) all ▇▇▇▇▇▇ ▇▇▇ MSRs; (iv) the Borrower’s rights (but not its obligations) under the Transaction Documents including without limitation, any rights to receive payments thereunder or any rights to any collateral thereunder whether now held or hereafter acquired, now existing or hereafter created; (v) all collateral however defined or described under the Transaction Documents to the extent not otherwise included above; (vi) all Related Security; (vii) all Records relating to and all proceeds of the following assets foregoing (collectively, (i)-(vii), the “MSR Collateral”), and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (viii) all Additional Collateral (collectively, the “Article 9 Borrower Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining ). Notwithstanding anything herein to the Article 9 contrary, the term “Borrower Collateral; and
(xiii) to ” shall not include, and the extent not otherwise includedgrant, all Proceeds pledge and products assignment of any and all of the foregoing and all supporting obligations, collateral a security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything to the contrary interest contained in this Agreement, this Agreement Section 2.17 shall not constitute a grant of include a security interest in any Excluded Asset Collateral.
(which Excluded Assetsb) Additionally, the Guarantor hereby grants, pledges and assigns to the Administrative Agent (on behalf of and for the ratable benefit of each Secured Party) as security for the payment and performance by the Borrower of the Obligations and the Guarantor of the Guaranteed Obligations, a security interest in all of the Guarantor’s right, title and interest in, to and under, in any case, whether now owned or hereafter acquired, all Additional Guarantor Collateral (together with the Borrower Collateral, the “Collateral”). For the avoidance of doubt, shall each grant, pledge, or assignment of the Collateral hereunder shall, subject to the rights of ▇▇▇▇▇▇▇ Mac under the ▇▇▇▇▇▇▇ Mac Acknowledgment Agreement, include all of the Borrower’s and Guarantor’s rights, but not constitute “Article 9 its obligations, with respect to such Collateral”).
(bc) The parties acknowledge that the Agencies have certain rights under the Acknowledgment Agreements and the Servicing Contracts (as applicable), including the right to cause the Borrower to transfer servicing to a transferee servicer under certain circumstances as more particularly set forth therein and to terminate the Borrower, with or without cause. The transferee servicer shall have all the rights and remedies against the Borrower and the Collateral as set forth herein and under the UCC.
(d) Each Grantor hereby irrevocably of the Borrower and the Guarantor will promptly, at its respective expense, execute and deliver such instruments, financing and continuation statements and documents and take such other actions as the Administrative Agent may reasonably request from time to time in order to perfect, protect, evidence, exercise and enforce the Administrative Agent’s and each Lender’s interests, rights and remedies under and with respect to the Transaction Documents, the Advances and the Collateral. To the extent the Borrower or the Guarantor has filed or caused the filing of any document as provided above, the Borrower or the Guarantor, as applicable, shall deliver to the Administrative Agent file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing.
(e) If the Borrower fails to perform any of its Obligations, then the Administrative Agent may (but shall not be required to) perform or cause to be performed such Obligation, and the costs and expenses incurred by the Administrative Agent in connection therewith shall be payable by the Borrower. Without limiting the generality of the foregoing, if the Borrower fails to perform any of its Obligations, the Borrower authorizes the Collateral Agent for Administrative Agent, at the benefit option of the Secured Parties Administrative Agent and the expense of the Borrower, at any time and from time to time time, to file in any relevant jurisdiction any initial financing statements (take all actions and pay all amounts that the Administrative Agent reasonably deems necessary or appropriate to protect, enforce, preserve, insure, service, administer, manage, perform, maintain, safeguard, collect or realize on the Collateral, including fixture filings) with respect the right to liquidate the Collateral, and the Administrative Agent’s Liens and interests therein or thereon and to give effect 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 intent of the Uniform Commercial Code Transaction Documents. No Potential Event of Default or Event of Default shall be cured by the analogous legislation of each applicable jurisdiction for the filing payment or performance of any financing statement or amendment, including (A) whether such Grantor is an organization, Obligation by the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Administrative Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral AgentBorrower. The Administrative Agent may make any such payment in accordance with any ▇▇▇▇, for statement or estimate procured from the benefit appropriate public office or holder of the Secured Partiesclaim to be discharged without inquiry into the accuracy of such ▇▇▇▇, statement or estimate or into the validity of any financing statements tax assessment, sale, forfeiture, Tax Lien, title or claim except to the extent such payment is being contested in good faith by the relevant jurisdiction necessary to perfect the Borrower in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP.
(f) Upon termination of this Agreement and payment in full of all Obligations (other than contingent obligations not then due), Administrative Agent shall release its security interests in the Article 9 Collateral granted hereunder.
(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 Grantor promptly file termination statements with respect to each financing statement filed pursuant to this Section 2.17 and take such other action as may reasonably be requested by the Borrower or arising out Guarantor to evidence such release. If evidence of filing such termination statements has not been delivered to the Article 9Borrower or Guarantor, as applicable, within ten (10) days of termination of this Agreement and payment in full of all Obligations (other than contingent obligations not then due), the Administrative Agent hereby authorizes the Borrower or the Guarantor, as applicable, to file such termination statements.
Appears in 4 contracts
Sources: Credit Agreement (Home Point Capital Inc.), Credit Agreement (Home Point Capital Inc.), Credit Agreement (Home Point Capital 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 Grantor hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all of such Grantor’s right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(iI) all Accounts;
(iiII) all Chattel Paper;
(iiiIII) all Commercial Tort Claims listed on Schedule II hereto;
(iv) all Cash and Deposit Accounts;
(vIV) all Documents;
(viV) all Equipment;
(viiVI) all General Intangibles, including all Intellectual Property;
(viii) all Goods;
(ixVII) all Instruments;
(xVIII) all Inventory;
(xiIX) all other Goods and Fixtures;
(X) all Investment Property;
(xiiXI) all Letter-of-Credit Rights;
(XII) all Commercial Tort Claims specifically described on Schedule IV hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04(d);
(XIII) all books and records pertaining to the Article 9 Collateral; and
(xiiiXIV) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything in no event shall the Security Interest attach to (A) any lease, license, contract or agreement to which a Grantor is a party or any of its rights or interests thereunder if, to the contrary in this Agreement, this Agreement shall not constitute a extent and for so long as the grant of such security interest shall constitute or result in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract or agreement (other than to the extent that any such term would be rendered ineffective, or is otherwise unenforceable, pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable Requirement of Law); provided that, to the extent severable, the Security Interest shall attach immediately to any portion of such lease, license, contract or agreement that does not result in any such breach, termination or default, including any Proceeds of such lease, license, contract or agreement; (B) any motor vehicle or other asset covered by a certificate of title or ownership, whether now owned or hereafter acquired, the perfection of which is excluded from the UCC in the relevant jurisdiction; (C) any asset owned by any Grantor that is subject to a Lien of the type permitted by Section 6.02(iv) of the Credit Agreement (whether or not incurred pursuant to such Section) or a Lien permitted by Section 6.02(xi) of the Credit Agreement (other than to the extent that any such term would be rendered ineffective, or is otherwise unenforceable, pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable Requirement of Law), in each case if, to the extent and for so long as the grant of a Lien thereon hereunder to secure the Secured Obligations constitutes a breach of or a default under any agreement pursuant to which such Lien has been created; provided that the Security Interest shall attach immediately to any such asset (x) at the time the provision of such agreement containing such restriction ceases to be in effect and (y) to the extent any such breach or default is not rendered ineffective by, or is otherwise unenforceable under, any Requirements of Law; (D) any asset owned by any Grantor with respect to which Holdings shall have provided to the Administrative Agent a certificate of a Financial Officer to the effect that, based on advice of outside counsel or tax advisors of national recognition, the creation of such security interest in such asset hereunder would result in adverse tax consequences to Holdings and the Subsidiaries (other than on account of any Taxes payable in connection with filings, recordings, registrations, stampings and any similar acts in connection with the creation or perfection of the Liens granted hereunder) that shall have been determined by Holdings to be material to Holdings and the Subsidiaries; (E) any asset owned by any Grantor if, to the extent and for so long as the grant of such security interest in such asset shall be prohibited by any applicable Requirements of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to the New York UCC or any other applicable Requirements of Law); provided that the Security Interest shall attach immediately to such asset at such time as such prohibition ceases to be in effect; (F) any asset owned by any Grantor that the Parent Borrower and the Administrative Agent shall have agreed in writing to exclude from being Article 9 Collateral on account of the cost of creating a security interest in such asset hereunder (including any adverse tax consequences to Holdings and the Subsidiaries resulting therefrom) being excessive in view of the benefits to be obtained by the Secured Parties therefrom; (G) any intent-to-use trademark applications filed in the United States Patent and Trademark Office; and (H) the Excluded Asset Equity Interests (which Excluded Assetsit being understood that, for to the avoidance of doubt, extent the Security Interest shall not constitute have attached to any such asset as a result of clauses (A) through (H) above, the term “Article 9 Collateral”” shall not include any such asset). In each case to the extent a security interest therein cannot be perfected by the filing of a financing statement under the Uniform Commercial Code or other applicable law.
(b) Each 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 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 assets” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detaileffect, 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, also ratifies its authorization for the benefit of the Secured Parties, Administrative Agent to file in any relevant jurisdiction any initial financing statements in the relevant jurisdiction necessary or amendments thereto with respect to perfect the security interests in the Article 9 Collateral or any part thereof naming any Grantor as debtor or the Grantors as debtors and the Administrative Agent as secured party, if filed prior to the date hereof. 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 or any similar office in any other country) 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 hereunderby each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest is and the security interest granted pursuant to Article II are granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9Collateral.
Appears in 4 contracts
Sources: Credit Agreement (SMART Global Holdings, Inc.), Credit Agreement (SMART Global Holdings, Inc.), Collateral Agreement (SMART Global Holdings, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Senior Guarantees, each Grantor hereby pledges to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all AccountsCopyrights;
(ii) all Chattel PaperPatents;
(iii) all Commercial Tort Claims listed on Schedule II heretoTrademarks;
(iv) all Deposit AccountsLicenses;
(v) all Documents;other Intellectual Property; and
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Asset Intellectual Property of a Grantor arising under or evidenced by any contract, lease, instrument, license or other document if (which Excluded Assetsbut 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 Intellectual Property 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 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, license or other document, the right to terminate its obligations thereunder, provided, however, that the limitation set forth in this proviso above shall not constitute “Article 9 Collateral”).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 UCC. Notwithstanding any provision of this Agreement to the contrary, the Security Interest shall not include any application for a Trademark that would be deemed invalidated, canceled or abandoned due to the grant and/or enforcement of such Security Interest, including, without limitation, all United States Trademark applications that are based on an intent-to-use, unless and until such time that the grant and/or enforcement of the Security Interest will not affect the status or validity of such Trademark
(b) Each 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do soGrantor. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon request. 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) a short form intellectual property agreement in the form attached hereto as Exhibit II and such other documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party. Upon reasonable request. Each , each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary agrees to perfect the security interests in the Article 9 Collateral granted hereunderpromptly execute and deliver or otherwise authenticate such documents.
(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 Grantor with respect to or arising out of the Article 9Collateral.
Appears in 4 contracts
Sources: Credit Agreement (West Corp), Credit Agreement (West Customer Management Group, LLC), Intellectual Property Security Agreement (West Corp)
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 Grantor Pledgor hereby grants assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretocash and Deposit Accounts;
(iv) all Deposit AccountsDocuments;
(v) all DocumentsEquipment;
(vi) all EquipmentFixtures;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all InstrumentsInstruments other than to the extent constituting Pledged Debt, which are governed by Article II;
(x) all InventoryIntellectual Property;
(xi) all Investment PropertyInventory;
(xii) all Investment Property (other than to the extent constituting Pledged Collateral, which are governed by Article II);
(xiii) all Letter of Credit Rights;
(xiv) all Commercial Tort Claims described on Schedule II hereto (as may be supplemented from time to time pursuant to Section 4.04);
(xv) all books and records pertaining to the Article 9 Collateral; and
(xiiixvi) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that notwithstanding Notwithstanding anything to the contrary in this Agreement, any other Loan Document or any Other First Lien 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 and any Other First Lien Agreement with respect to Collateral need not be satisfied with respect to, the Excluded Asset (which Excluded AssetsProperty. In addition, for the avoidance of doubt, the provisions of Section 9.24 (Application of Gaming Laws) of the Credit Agreement and Section 6.22 (Gaming Laws) of this Agreement shall not constitute “Article 9 Collateral”)apply to all the terms and provisions of this Agreement.
(b) Each Grantor Pledgor 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 filingsfilings with respect to the Mortgaged Properties) 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 (Ai) whether such Grantor Pledgor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and Pledgor, (Bii) 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; provided, however, relates and (iii) a description of collateral that describes such property in any other manner as the right Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral Agent to file financing statements hereunder shall not be construed granted under this Agreement, including describing such property as a duty to do so“all assets” or “all personal property” or words of similar effect. Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall The Agent is further authorized to file on behalf of with the Collateral Agent, United States Patent and Trademark Office or United States Copyright Office such documents as may be reasonably necessary or advisable for the benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured PartiesSecurity Interest granted by each Pledgor in such Pledgor’s Patents, Trademarks and Copyrights, without the signature of such Pledgor, and naming such Pledgor or the Pledgors as debtors and the Agent as secured party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any financing statements action under the laws of any jurisdiction other than the United States of America (or any political subdivision thereof) for the purpose of perfecting the Security Interest in the relevant jurisdiction necessary to perfect the security interests in the any Article 9 Collateral granted hereunderof such Pledgor constituting Patents, Trademarks or Copyrights 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 Grantor Pledgor with respect to or arising out of the Article 9
Appears in 3 contracts
Sources: Collateral Agreement (PlayAGS, Inc.), Collateral Agreement (AP Gaming Holdco, Inc.), Collateral Agreement (AP Gaming Holdco, Inc.)
Security Interest. (a) 3.1 As security for the prompt and complete payment when due (whether on the payment dates or performance, as otherwise) of all the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby Borrower grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Agent a security interest (the “Security Interest”) in and lien on all of Borrower’s right, title or 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 Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles; (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Documents, (j) Goods; and all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books other tangible and records pertaining to intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the Article 9 Collateralpossession or under the control of Agent; and
(xiii) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all supporting obligationsaccessions to, collateral security substitutions and guarantees given by any Person with respect to any replacements for, and rents, profits and products of each of the foregoing; provided that notwithstanding anything .
3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include (a) any “intent to use” trademarks at all times prior to the contrary first use thereof, whether by the actual use thereof in this Agreementcommerce, this Agreement shall not constitute a grant the recording of a security interest in statement of use with the United States Patent and Trademark Office or otherwise, provided, that upon submission and acceptance by the United States Patent and Trademark Office of an amendment to allege use of an intent-to-use trademark application pursuant to 15 U.S.C. Section 1060(a) (or any Excluded Asset (which Excluded Assetssuccessor provision) such intent-to-use application shall constitute Collateral, for the avoidance of doubt, shall not constitute “Article 9 Collateral”).
(b) Each Grantor hereby irrevocably authorizes nonassignable licenses or contracts, which by their terms require the Collateral Agent for the benefit consent of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements licensor thereof or another party (including fixture filings) with respect but only to the Article 9 Collateral or any part thereof extent such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 9406, 9407 and amendments thereto that (i) indicate the 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 9408 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (AUCC) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(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 Grantor with respect to or arising out of the Article 9Excluded Account.
Appears in 3 contracts
Sources: Loan and Security Agreement (G1 Therapeutics, Inc.), Loan and Security Agreement (G1 Therapeutics, Inc.), Loan and Security Agreement (G1 Therapeutics, Inc.)
Security Interest. (a) As security for To secure the complete and timely payment or performance, as the case may be, in full and satisfaction of the all Obligations, including the GuaranteesAssignor hereby assigns, each Grantor hereby mortgages and pledges to Assignee and grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Assignee a security interest (in, as and by way of a first mortgage and security interest having priority over all other security interests, with power of sale, to the “Security Interest”) in and lien on extent permitted by law, all of such Assignor’s right, title or and interest in or and to any and all of the following assets and properties following, whether now owned or at any time existing and filed or hereafter acquired by such Grantor or arising and filed (collectively with items named in which such Grantor now has or at any time in the future may acquire any rightsection 2.2, title or interest (collectivelybelow, the “Article 9 Collateral”):
(a) patents and patent applications, including, without limitation, the inventions and improvements described and claimed therein, and those patents listed on Exhibit “A”, attached hereto and made a part hereof, and (i) all Accounts;
the reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, (ii) all Chattel Paper;
income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, damages and payments for past or future infringements thereof, (iii) all Commercial Tort Claims listed on Schedule II hereto;
the right to ▇▇▇ for past, present and future infringements thereof, and (iv) all Deposit Accountsrights corresponding thereto throughout the world (all of the foregoing patents and applications, together with the items described in clauses (i)-(iv), are sometimes hereinafter individually and/or collectively referred to as the “Patents”);
(vb) copyrights, copyright registrations, copyright applications and all computer programs, operating systems, application systems, hardware or software of any nature whatsoever owned by Assignor, whether operational, under development or inactive, including all object codes, source codes, modules, technical manuals, user manuals, operating instructions and procedures, in-put and out-put formats, program listings, narrative descriptions, program flow charts, file layouts, report layouts, screen layouts and other documentation therefor (including internal notes, memoranda, status evaluations, marketing information and write-ups), and all improvements, modifications, enhancements, new releases and revisions thereof, whether in machine-readable form, programming language or any other language or symbols, and whether stored, encoded, recorded or written on disk, tape, film, memory device, paper or other media of any nature; together with all tangible media upon which any of the foregoing are recorded or encoded, including, without limitation, all chips, disks, tapes, film and paper; including, without limitation, the copyrights, copyrights registrations and copyrights applications listed on Exhibit “C” attached hereto and made a part hereof, and (i) all Documents;
renewals thereof, (viii) all Equipment;
income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including, without limitation, damages and payments for past or future infringements thereof, and (viic) the right to ▇▇▇ for past, present and future infringements thereof (all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining of the foregoing items are sometimes referred to herein collectively as the Article 9 Collateral“Copyrights”); and
(xiiic) all material license agreements with any other party, whether Assignor is a licensor or licensee under any such license agreement, including, without limitation, the licenses listed on Exhibit “D” attached hereto and made a part hereof, and the right to the extent not otherwise includedprepare for sale, sell and advertise for sale all Proceeds inventory now or hereafter owned by Assignor and products of any and now or hereafter covered by such licenses (all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect is hereinafter referred to any of collectively as the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 CollateralLicenses”).
(b) 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 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 (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(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 Grantor with respect to or arising out of the Article 9
Appears in 3 contracts
Sources: Patents, Trademarks, Copyrights and Licenses Security Agreement (Intest Corp), Patents, Trademarks, Copyrights and Licenses Security Agreement (Intest Corp), Security Agreement (Intest Corp)
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 Grantor 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 and lien on all of such Grantor’s right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Filing Collateral”):
(i) the following (collectively, the “Account Collateral”):
(1) all Accountsdeposit accounts, securities accounts, proceeds accounts and all funds and financial assets from time to time credited thereto (including, without limitation, all cash equivalents), and all certificates and instruments, if any, from time to time representing or evidencing any such accounts;
(2) all promissory notes, certificates of deposit, checks and other instruments from time to time delivered to or otherwise possessed by the Administrative Agent for or on behalf of such Grantor in substitution for or in addition to any or all of the then existing Account Collateral; and
(3) all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Account Collateral;
(ii) all Chattel Paperequipment in all of its forms, including, without limitation, all machinery, tools, furniture and fixtures, and all parts thereof and all accessions thereto, including, without limitation, computer programs and supporting information that constitute equipment within the meaning of the UCC;
(iii) all Commercial Tort Claims listed on Schedule II heretoinventory in all of its forms, including, without limitation, (1) all raw materials, work in process, finished goods and materials used or consumed in the manufacture, production, preparation or shipping thereof, (2) goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind (including, without limitation, goods in which such Grantor has an interest or right as consignee) and (3) goods that are returned to or repossessed or stopped in transit by such Grantor, and all accessions thereto and products thereof and documents therefor, including, without limitation, computer programs and supporting information that constitute inventory within the meaning of the UCC;
(iv) all Deposit Accountsother goods;
(v) all DocumentsIntellectual Property (the “IP Collateral”);
(vi) all Equipmentinvestment property (including, without limitation, all (A) securities, whether certificated or uncertificated, (B) security entitlements, (C) securities accounts, (D) commodity contracts and (E) commodity accounts) in which such Grantor has now, or acquires from time to time hereafter, any right, title or interest in any manner, and the certificates or instruments, if any, representing or evidencing such investment property, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such investment property and all warrants, rights or options issued thereon or with respect thereto;
(vii) all General Intangiblesletter-of-credit rights;
(viii) all Goodscommercial tort claims;
(ix) all Instrumentsaccounts (including, without limitation, health-care-insurance receivables), chattel paper (including, without limitation, tangible chattel paper and electronic chattel paper), instruments (including, without limitation, promissory notes), deposit accounts, letter-of-credit rights, general intangibles (including, without limitation, payment intangibles) and other obligations of any kind, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services and whether or not earned by performance, and all rights now or hereafter existing in and to all supporting obligations and in and to all security agreements, mortgages, Liens, leases, letters of credit and other contracts securing or otherwise relating to the foregoing property;
(x) each of the agreements to which such Grantor is now or may hereafter become a party, in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time, including, without limitation, (i) all Inventoryrights of such Grantor to receive moneys due and to become due thereunder or pursuant thereto, (ii) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect thereto, (iii) claims of such Grantor for damages arising out of or for breach of or default thereunder and (iv) the right of such Grantor to terminate such agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder;
(xi) all Investment Propertybooks and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any of the Collateral;
(xii) all books and records pertaining to the Article 9 Collateralgeneral intangibles; and
(xiii) all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the Collateral (including, without limitation, proceeds, collateral and Supporting Obligations that constitute property of the types described in clauses (i) through (xii) of this Section 3.01(a)) and, to the extent not otherwise included, all Proceeds and products (A) payments under insurance (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person loss or damage to or otherwise with respect to any of the foregoing; provided that notwithstanding anything to the contrary in this Agreementforegoing Collateral, this Agreement shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”).
(b) 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 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 (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(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 Grantor with respect to or arising out of the Article 9cash;
Appears in 3 contracts
Sources: Credit Agreement (Amplify Snack Brands, INC), Credit Agreement (TA Holdings 1, Inc.), Collateral Agreement (TA Holdings 1, 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 Obligations, including each Pledgor hereby assigns and pledges to the GuaranteesCollateral Agent, each Grantor 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 and lien on all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretocash and Deposit Accounts;
(iv) all Deposit AccountsDocuments;
(v) all DocumentsEquipment;
(vi) all EquipmentGeneral Intangibles, including Intellectual Property;
(vii) all General IntangiblesInstruments;
(viii) all GoodsInventory;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(x) all Letter of Credit Rights;
(xi) all Commercial Tort Claims;
(xii) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that notwithstanding . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assetsin, for and the avoidance definitions of doubt, shall not constitute “Security Interest” and “Article 9 Collateral”” shall not include, (a) any vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired, (b) any property excluded from the definition of Pledged Collateral by virtue of the proviso to Section 3.01 hereof, (c) 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, (d) 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 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, (e) 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 or (f) that portion of the US Claire’s Marks owned by CBI.
(b) Each Grantor Pledgor 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 (Ai) whether such Grantor ▇▇▇▇▇▇▇ is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor Pledgor and (Bii) a description of collateral that describes such property in any other manner necessary or advisable to ensure the perfection of the security interest in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; providedgranted under this Agreement, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed including describing such property as a duty to do so“all assets” or “all property”. Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf request (acting at the written direction of the Required Lenders). The Collateral Agent, 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 benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured PartiesSecurity Interest granted by each Pledgor without the signature of such Pledgor, and naming such Pledgor or the Pledgors as debtors and the Collateral Agent as secured party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any financing statements action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in the relevant jurisdiction necessary to perfect the security interests in the any Article 9 Collateral granted hereunderof such Pledgor constituting Patents, Trademarks or Copyrights unless required by the Collateral Agent (acting at the written direction of the 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 Grantor Pledgor with respect to or arising out of the Article 9
Appears in 3 contracts
Sources: Term Loan Credit Agreement, Term Loan Credit Agreement (Claires Stores Inc), Guarantee and Collateral Agreement (Claires Stores Inc)
Security Interest. To secure the Secured Obligations, Debtor hereby grants to Secured Party a continuing security interest in, a general lien upon, and a right of set-off against, the following described Property of Debtor:
(a) As security for the payment all now existing and hereafter acquired or performancearising Accounts, as the case may beGoods, in full General Intangibles, Payment Intangibles, Deposit Accounts, Securities Accounts, Chattel Paper (including, without limitation, Electronic Chattel Paper), Documents, Instruments, Software, Investment Property, letters of the credit, Letter of Credit Rights, advices of credit, money, Commercial Tort Claims, Equipment, Inventory, Fixtures and Supporting Obligations, including the Guarantees, each Grantor hereby grants to the Collateral Agent, its successors together with all products of and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or interest in or Accessions to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligationsProceeds of any of the foregoing (including, without limitation, all insurance policies and proceeds thereof);
(b) to the extent, if any, not included in clause above, Debtor’s present and future contracts, agreements, arrangements or understandings (i) for the sale, supply, provision or disposition of any assets;
(c) to the extent, if any, not included in clause (a) above, all products severed or extracted from the ground and all Accounts, General Intangibles and products and Proceeds thereof or related thereto, regardless of whether any such products are in raw form or processed for sale and regardless of whether or not Debtor had an interest in such products before extraction or severance;
(d) to the extent, if any, not included above, each and every other item of real or personal property and fixtures, whether now existing or hereafter arising or acquired, including, without limitation, all licenses, contracts and agreements and all collateral security for the payment or performance of any contract or agreement, together with all products and guarantees given by Proceeds (including all insurance policies and proceeds) and any Person with respect Accessions to any of the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”).;
(be) Each Grantor hereby irrevocably authorizes all present and future business records and information, including, without limitation, computer tapes and other storage media containing the Collateral Agent same and computer programs and software (including, without limitation, source code, object code and related manuals and documentation and all licenses to use such software) for the benefit accessing and manipulating such information; and
(f) any additional property of the Secured Parties at any time and 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 as security for the Secured Obligations or otherwise pursuant to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all assets terms 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 (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunderthis Security Agreement.
(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 Grantor with respect to or arising out of the Article 9
Appears in 3 contracts
Sources: Security Agreement (Allied Corp.), Security Agreement (Allied Corp.), Security Agreement (Allied Corp.)
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 Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all AccountsCopyrights;
(ii) all Chattel PaperPatents;
(iii) all Commercial Tort Claims listed on Schedule II heretoTrademarks;
(iv) all Deposit AccountsLicenses;
(v) all Documents;other Intellectual Property; and
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided . provided, however, that notwithstanding anything to any of the contrary other provisions herein (and notwithstanding any recording of the Notes Collateral Agent’s Lien made in this Agreementthe U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any Excluded Asset property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the ▇▇▇▇▇▇ Act (which Excluded Assets15 U.S.C. 1051, for et seq.), to the avoidance extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of doubt, shall not constitute “Article 9 Collateral”)such Trademark application.
(b) 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 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do soGrantor. Each Grantor agrees to provide such information to the Notes Collateral Agent promptly upon any reasonable request. Each Grantor shall The Notes Collateral Agent is further authorized to file on behalf of with the Collateral Agent, United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured PartiesSecurity Interest granted by each Grantor, without the signature of any financing statements in Grantor, and naming any Grantor or the relevant jurisdiction necessary to perfect Grantors as debtors and the security interests in the Article 9 Notes Collateral granted hereunderAgent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Notes Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9Collateral.
Appears in 3 contracts
Sources: Intellectual Property Security Agreement (Freescale Semiconductor Holdings I, Ltd.), Intellectual Property Security Agreement (Freescale Semiconductor Holdings I, Ltd.), Intellectual Property Security Agreement (Freescale Semiconductor Inc)
Security Interest. (a) As 3.1 Subject to Section 3.2, as security for the payment or performance, as the case may be, in full when due of all the ObligationsSecured Obligations (other than unasserted contingent indemnification obligations), including the Guarantees, each Grantor hereby Borrower grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Agent a security interest (the “Security Interest”) in all of Borrower’s right, title, and interest in and lien on all right, title or interest in or to any and all of the following assets and properties personal property whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 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) Goods; and all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books other tangible and records pertaining to intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the Article 9 Collateralpossession or under the control of Agent; and
(xiii) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all supporting obligationsaccessions to, collateral security substitutions and guarantees given by any Person with respect to any replacements for, and rents, profits and products of each of the foregoing; provided that notwithstanding .
3.2 Notwithstanding anything herein to the contrary in this Agreementcontrary, this Agreement shall that the Collateral will not constitute include (a) any application for a Trademark that would otherwise be deemed invalidated, cancelled or abandoned due to the grant of a Lien thereon unless and until such time as the grant of such Lien will not affect the validity of such trademark, (b) any lease, license (including any License), contract, or agreement, if the grant of a security interest in any Excluded Asset (which Excluded Assetssuch lease, for license, contract, or agreement under the avoidance of doubtterms thereof or under applicable law with respect thereto, shall is prohibited and such prohibition has not constitute “Article 9 Collateral”).
(b) Each Grantor hereby irrevocably authorizes been or is not waived or the Collateral Agent for the benefit consent of the Secured Parties at other party to such lease, license, contract, or agreement has not been or is not otherwise obtained or under applicable law such prohibition cannot be waived, (c) more than 65% of the voting equity interests of any time Foreign Subsidiary, (d) vehicles and from time other goods subject to time to file in a certificate of title, (e) the Magnet Collateral, and (f) 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 deposit accounts (i) indicate the Collateral as all assets of such Grantor used exclusively for payroll or words of similar effect as being of an equal or lesser scope or with greater detail, employee benefit payment purposes and (ii) contain which are zero balance accounts; provided that (x) any such limitation described in the information required by Article 9 foregoing clause (b) on the security interests granted hereunder shall only apply to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable law or principles of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor equity and (By) in the case event of a financing statement filed as a fixture filingthe termination or elimination of any such prohibition or the requirement for any consent contained in any applicable law, lease, license, contract or other agreement, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a sufficient description of the real property to which security interest in such Article 9 lease, license, contract or other agreement shall be automatically and simultaneously granted hereunder and shall be included as Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(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 Grantor with respect to or arising out of the Article 9
Appears in 3 contracts
Sources: Loan and Security Agreement (Viewray Inc), Loan and Security Agreement (Viewray Inc), Loan and Security Agreement (Viewray Inc)
Security Interest. (a) As security for the payment and performance of the Obligations owing to each Investor now existing or performancein the future, OneMedNet does hereby pledge, assign, transfer, deliver and grant to such Investor a continuing and unconditional first priority security interest in the Escrow Deposit (all of which property, along with the products and proceeds therefrom, are individually and collectively referred to as the “Collateral”) until such time as the Escrow Deposit is delivered in accordance with this Section 4. “Obligations” shall mean, whether now existing or hereafter arising, created or incurred: (i) the loans evidenced by the Notes issued to such Investor; (ii) all interest accrued thereon (including interest which would be payable as post-petition in connection with any bankruptcy or similar proceeding, whether or not permitted as a claim thereunder); (iii) any and all fees, charges or other amounts due to such Investor under the Notes or the PIPE SPA; (iv) any and all expenses incurred by such Investor under, or in connection with, the Notes or the PIPE SPA; (v) any and all other liabilities and obligations of OneMedNet to such Investor under the Notes or PIPE SPA; and (vi) the performance by OneMedNet of all covenants, agreements and obligations of every nature and kind on the part of any of OneMedNet to be performed under the Notes or the PIPE SPA. Each of OneMedNet and the Investors agree that the right of the Investors to direct delivery of the Escrow Agreement pursuant to this Section 4 shall constitute “control” for purposes of applicable uniform commercial code. Upon delivery of the Escrow Deposit by the Escrow Agent in accordance with Section 4(a), (b) or (c), as the case may be, in full of the Obligationsthis Escrow Agreement shall terminate, including the Guarantees, each Grantor hereby grants subject to the Collateral Agent, its successors and assigns, for the benefit provisions of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”)Section 8.
(b) 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 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 (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(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 Grantor with respect to or arising out of the Article 9
Appears in 3 contracts
Sources: Subscription Escrow Agreement (OneMedNet Corp), Subscription Escrow Agreement (OneMedNet Corp), Subscription Escrow Agreement (OneMedNet Corp)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby grants assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (such assignment, pledge and grant of security interest, the “Security Interest”) in and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretocash and Deposit Accounts;
(iv) all Deposit AccountsDocuments;
(v) all DocumentsEquipment;
(vi) all EquipmentGeneral Intangibles (including, without limitation, all Intellectual Property);
(vii) all General IntangiblesInstruments;
(viii) all GoodsInventory;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(x) all Software;
(xi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims (as described in Schedule 12 to the Perfection Certificate);
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding . Notwithstanding anything to the contrary in this Agreement, in no event shall the Collateral (whether the Article 9 Collateral or the Pledged Collateral) include, and no Grantor shall be deemed to have granted a Security Interest in, any of such Grantor’s right, title or interest in:
(1) any Intellectual Property if the grant of such Security Interest shall constitute or result in (i) the abandonment, invalidation or rendering unenforceable of any right, title or interest of any Grantor therein, (ii) the breach or termination pursuant to the terms of, or a default under, any Intellectual Property or (iii) the violation of any applicable law (without limiting the foregoing, no Grantor shall be deemed to have granted a Security Interest in any Trademark applications filed in the United States Patent and Trademark Office on the basis of a Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of such Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the ▇▇▇▇▇▇ Act (15 ▇.▇.▇. §▇▇▇▇, et seq.), whereupon such Trademark application will be deemed automatically included in the Article 9 Collateral, to the extent that granting the Security Interest in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application);
(2) any General Intangible or any lease, license, franchise, charter, authorization, contract, property right or agreement to which any Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such Security Interest (i) shall be prohibited by any valid and enforceable provision of any contract, agreement, instrument or indenture governing such General Intangible, lease, license contract, property right or agreement, (ii) would give any other party to such General Intangible, lease, license, contract, property right or agreement the right to terminate its obligations thereunder, (iii) is permitted only with the consent of another party to such lease, license contract, property right or agreement, if such consent has not been obtained after the Grantor’s use of commercially reasonable efforts to obtain such consent, (iv) shall constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein, (v) shall constitute or result in a breach or termination (or result in any party thereto having the right to terminate) pursuant to the terms of, or a default under, any such General Intangible, lease, license, contract, property right or agreement, or (vi) shall constitute or result in a violation under any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required material consents shall have been obtained in each case as to this Agreement clause (2), other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including Bankruptcy Laws) or principles of equity); provided, however, that such Security Interest shall attach immediately at such time as and, to the extent severable, to any portion of such General Intangible, lease, license, contract, property right or agreement that does not constitute a grant or result or no longer constitutes or results in any of the conditions or consequences specified in this clause (2);
(3) any Excluded Equity Interests;
(4) any Exempt Deposit Accounts;
(5) any Excluded Equipment;
(6) any assets of any Grantor to the extent the Administrative Agent reasonably determines that the cost of obtaining or perfecting a security interest in such assets is excessive in relation to the benefit expected to be afforded to the Lenders thereby; and
(7) any Excluded Asset assets of any Foreign Subsidiary. (which The items described in the foregoing clauses (1) through (7), inclusive, being referred to as “Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”).;
(b) Each 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 the Pledged 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, also ratifies its authorization for the benefit of the Secured Parties, Administrative Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the relevant jurisdiction necessary purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party to perfect the extent a security interests interest may be perfected by filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in the Article 9 Collateral granted hereunderany other country).
(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 Grantor with respect to or arising out of the Article 9
Appears in 3 contracts
Sources: First Lien Guarantee and Collateral Agreement, Second Lien Guarantee and Collateral Agreement (Jda Software Group Inc), First Lien Guarantee and Collateral Agreement (Jda Software Group 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 its Obligations, including each Pledgor other than Holdings (all references to a Pledgor or to the Guarantees, Pledgors in this Article IV shall be deemed to be a reference to each Grantor Pledgor other than Holdings) hereby grants assigns and pledges to the Collateral Agent, Agent and its successors and assigns, permitted assigns for the benefit of the Secured Parties, a continuing security interest (the “Security Interest”) in and lien on on, all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest regardless of where located (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretocash and Deposit Accounts;
(iv) all Deposit AccountsDocuments;
(v) all DocumentsEquipment;
(vi) all Equipment;
(vii) all General Intangibles;
(vii) all Instruments;
(viii) all GoodsInventory;
(ix) all InstrumentsInvestment Property;
(x) all InventoryCommercial Tort Claims;
(xi) all Investment Propertyother personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that notwithstanding . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (a) any Excluded Asset vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired, (b) any assets (including Equity Interests), whether now owned or hereafter acquired, with respect to which Excluded Assetsthe Collateral and Guarantee Requirement or the other paragraphs of Section 6.10 of the Term Credit Agreement would not be required to be satisfied by reason of Section 6.10(g) of the Term Credit Agreement if hereafter acquired, (c) any property excluded from the definition of Pledged Collateral pursuant to Section 3.01, (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 avoidance extent, but only to the extent, that such a grant would, under the terms of doubtsuch 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 Collateral shall not constitute “Article 9 Collateral”)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 Grantor Pledgor 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 (Ai) whether such Grantor Pledgor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and Pledgor, (Bii) 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; provided, however, relates and (iii) a description of Collateral that the right of describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to file financing statements hereunder shall not be construed ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as a duty to do so“all assets” or “all property”. Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(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 or any similar office in any other country) 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, without the signature of such Pledgor, and naming such Pledgor or the Pledgors as debtors and the Collateral Agent as secured party.
(d) 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 Grantor Pledgor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Noranda Aluminum Holding CORP), Credit Agreement (Noranda Aluminum Holding CORP)
Security Interest. (a) As security for the payment or performance, as the case may be, in full and performance of the Obligations, including the Guarantees, each Grantor Debtor hereby pledges grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Party a continuing security interest (the “Security Interest”) in and a lien on upon, all of Debtor’s right, title and interest in the following property and interests of Debtor, whether now existing or owned or hereafter acquired or arising (collectively, the “Collateral”) (provided, however, for avoidance of doubt, such Security Interest (i) shall not include any security interest or lien in “Excluded Assets”, (ii) shall be subordinated to that certain security interest held by the holders of the Senior Secured Notes (“Senior Secured Notes”) of Debtor referenced in the Current Reports on Form 8-K filed by Debtor with the Securities and Exchange Commission on April 23, 2015 and May 7, 2015, as such security interest is granted pursuant to that certain Pledge and Security Agreement, dated as of April 22, 2015 (as amended, including the First Amendment dated as of May 7, 2015, the “Pledge Agreement”), and (iii) shall be subject to the same cumulative qualifications, exceptions and Permitted Liens as provided for in the Pledge Agreement (for purposes of this Agreement, Excluded Assets” shall mean collectively: (X) all patents, (Y) any and all licenses or other rights granted by the Debtor (or one its affiliates) to D-R pursuant to that certain Commercial License Agreement entered into by and between D-R and Debtor, dated November 14, 2014 (the “CLA”) and (Z) any and all intellectual property that is developed or which shall be developed under the CLA; provided, however, that the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect the Secured Party’s unconditional security interest in and liens upon any rights of Debtor in or to the proceeds of, or any monies due or to become due under or in respect of, all or any portion of such Excluded Assets and provided, further, that immediately upon the termination of the CLA, all assets that are no longer included in the definition of Excluded Assets shall constitute Collateral and the Debtor shall be deemed to have granted a security interest therein):
a. All cash, bank deposits, deposit accounts, checks, certificates of deposit, checking and savings accounts, bankers’ acceptances, letters of credit, United States obligations, state and municipal obligations, obligations of foreign governments and subdivisions thereof, commercial paper, notes, instruments (whether negotiable or nonnegotiable), drafts, bonds, debentures (excluding debentures convertible into shares of capital stock and other equity securities) of and claims against corporations, joint ventures, persons, partnerships, whether limited or general, and other entities of every description, and other instruments and the like;
b. All accounts receivable, agreements, contracts, leases, contract rights, rights to payment, instruments, documents, chattel paper, security agreements, guaranties, undertakings, surety bonds, insurance policies, notes and drafts, and all forms of obligations owing to Debtor or in which Debtor may have any interest;
c. All goods and other inventory of the Debtor, now owned and hereafter acquired, wherever located, including, without limitation, all merchandise, goods and other personal property which are held for sale or lease or leased by the Debtor or to be furnished under a contract of service, all raw materials, work in process, materials used or consumed in the Debtor’s business and finished goods, inventory leased to others or held for lease, all goods in which the Debtor has an interest in mass or a joint or other interest or gifts of any kind (including goods in which the Debtor has an interest or right as consignee), and all goods which are returned to or repossessed by the Debtor, together with all additions and accessions thereto and replacements therefor and products thereof and documents therefor;
d. All general intangibles, choses in action, or causes of action, including, particularly, any right of indemnity or other right that Debtor may have or hereafter acquire against any Person arising under or with respect to any judgment, statute, or rule and all other properties, assets and rights of every kind and nature, including, but not limited to, rights to refunds, tax refunds, claims for tax refunds, rights of indemnification, books and records (including, without limitation, corporate and other business records, customer lists, credit files, computer programs, printouts and other computer materials and records), inventions, designs, patents, copyrights, trademarks, trade names, trade styles, trade secrets, registrations, licenses, customer lists and computer source and object codes;
e. All equitable rights and interests of whatever kind or nature;
f. All investment property;
g. All rights and claims in or under any policy of insurance, including, but not limited to, insurance for fire, damage, loss and casualty, whether covering personal property, real property, tangible rights, or intangible rights, and all liability, life, key man and business interruption insurance, together with the proceeds, products, renewals and replacements thereof, including prepaid and unearned premiums;
h. All equipment, machinery, tools, furnishings, fixtures, vehicles and motor vehicles and all other goods used or bought primarily for use in Debtor’s business, together with all products and proceeds of the foregoing whether due or voluntary or involuntary disposition;
i. All other agreements for use or purchase of the properties, assets and rights described herein or any part thereof and all renewals and extensions thereof, and all amounts, rents, issues, royalties, profits and rights, and other sums of money due and to become due under such other agreements for use or purchase of such properties, assets, or rights and all renewals and extensions;
j. All other property of the Debtor now or hereafter in the possession, custody or control of the Secured Party, and all property of the Debtor in which the Secured Party now has or hereafter acquires a security interest;
k. All other now existing or hereafter acquired personal property assets and/or real property assets of the Debtor not otherwise included in the foregoing Collateral;
l. All now existing and hereafter acquired books, records, writings, data bases, information and other property relating to, used or useful in connection with, embodying, incorporating or referring to, any of the foregoing Collateral;
m. Without in any way limiting the foregoing, the proceeds of any of the foregoing, whether derived from voluntary or involuntary disposition of the foregoing, and all renewals, replacements, substitutions, additions, accessions, rents, issue, royalties and profits of any of the foregoing, whether now owned, existing or hereafter acquired or arising; and
n. All proceeds of and substitutions for any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any rightCollateral and, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products payments under insurance, or any indemnity, warranty or guaranty, payable to Debtor by reason of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person loss or damage to or otherwise with respect to any of the foregoing; provided that notwithstanding foregoing Collateral. Notwithstanding anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that any security interest granted under this Agreement shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”).
(b) 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 be subject to the Article 9 Collateral or any part thereof Intercreditor Agreement (as defined below) 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 (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information limited to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of extent not permitted by the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunderIntercreditor Agreement.
(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 Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Backstop Security Support Agreement (Ener-Core Inc.), Security Agreement (Ener-Core Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including each Guarantor hereby assigns and pledges to the GuaranteesCollateral Agent, each Grantor its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Guarantor or in which such Grantor Guarantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretocash and Deposit Accounts;
(iv) all Deposit AccountsDocuments;
(v) all DocumentsEquipment;
(vi) all Equipment;
(vii) all General Intangibles;
(viiivii) all Goods;
(ixviii) all Instruments;
(xix) all Inventory;
(xix) all Investment Property;
(xi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims listed on Schedule 4.01 hereto;
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that notwithstanding . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (a) any Excluded Asset vehicle covered by a certificate of title or ownership, (b) any assets (including Equity Interests) with respect to which Excluded Assetsthe 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(g) of the Credit Agreement, (c) any assets to the extent that, as of the Effective Date, and for so long as, such grant of a security interest would violate a contractual obligation or applicable law binding on such asset, (d) any property of any Person acquired by a Guarantor after the avoidance Effective Date pursuant to Section 6.04(l) of doubtthe 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 property and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding upon such property in contemplation of or in connection with the acquisition of such Subsidiary (provided that the foregoing clause (B) shall not constitute “Article 9 Collateral”apply in the case of a joint venture, including a joint venture that is a Subsidiary) provided that each Guarantor shall use its commercially reasonable efforts to avoid any such restriction described in this clause (d), 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 Grantor Guarantor 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 (Ai) whether such Grantor Guarantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and Guarantor, (Bii) 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; provided, however, relates and (iii) a description of collateral that the right of describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to file financing statements hereunder shall not be construed ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as a duty to do so“all assets” or “all property” or words of similar effect. Each Grantor Guarantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall The Collateral Agent is further authorized to file on behalf with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Guarantor, without the signature of any Guarantor, and naming any Guarantor or the Guarantors as debtors and the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunderAgent as secured party.
(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 Grantor Guarantor with respect to or arising out of the Article 99 Collateral.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Celanese CORP), Guarantee and Collateral Agreement (Celanese CORP)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including each Obligor hereby assigns and pledges to the GuaranteesCollateral Agent, each Grantor its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Obligor or in which such Grantor Obligor 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 PaperAs-Extracted Collateral;
(iii) all Commercial Tort Claims listed on Schedule II heretoChattel Paper;
(iv) all cash and Deposit Accounts;
(v) all Documents;
(vi) all EquipmentEquipment and Goods;
(vii) all General IntangiblesFixtures;
(viii) all GoodsGeneral Intangibles and Intellectual Property;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all Letter-of-Credit Rights;
(xiii) all Commercial Tort Claims described with specification on Schedule V hereto (as such Schedule may be amended or supplemented from time to time);
(xiv) all books and records pertaining to the Article 9 Collateral; and
(xiiixv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided provided, however, that notwithstanding anything to the contrary in this Agreementforegoing assignment, this Agreement shall not constitute a pledge and grant of a security interest shall be deemed not to assign, pledge and grant a security interest in (a) any Letter of Credit Rights to the extent any Obligor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose, (b) 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, or (c) motor vehicles the perfection of a security interest in which is excluded from the UCC in the relevant jurisdiction; provided further that the foregoing assignment, pledge and grant of a security interest shall be deemed not to assign, pledge and grant a security interest in Excluded Asset (which Excluded Assets, for Assets or any assets not required to be pledged pursuant to Section 5.10 of the avoidance of doubt, shall not constitute “Article 9 Collateral”)Credit Agreement.
(b) Each Grantor Obligor 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) ), continuation statements, or other filings and recordings, and hereby ratifies any and all such filings made prior to the date hereof, with respect to the Article 9 Collateral and any other collateral pledged hereunder 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, or such other information as may be required under applicable law, including (Ai) whether such Grantor Obligor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and Obligor, (Bii) in the case of a financing statement filed as a fixture filingFixtures and As-Extracted Collateral, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, and (iii) a description of collateral that the right of describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to file financing statements hereunder shall not be construed ensure the perfection of the Security Interest in the Article 9 Collateral or other collateral granted under this Agreement, including describing such property as a duty to do so“all assets” or “all property”. Each Grantor Obligor agrees to provide such information to the Collateral Agent promptly upon any reasonable requestspecific request therefor. Each Grantor shall file on behalf of Obligor hereby further irrevocably authorizes the Collateral Agent, Agent to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured PartiesSecurity Interest granted by each Obligor without the signature of any Obligor, and naming any financing statements in Obligor or the relevant jurisdiction necessary to perfect Obligors as debtors and the security interests in the Article 9 Collateral granted hereunderAgent as secured party.
(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 Grantor Obligor with respect to or arising out of the Article 99 Collateral.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Massey Energy Co), Guarantee and Collateral Agreement (Alpha Natural Resources, 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, including each Pledgor hereby assigns and pledges to the GuaranteesCollateral Agent, each Grantor 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 and lien on all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretocash and Deposit Accounts;
(iv) all Deposit AccountsDocuments;
(v) all DocumentsEquipment;
(vi) all Equipment;
(vii) all General Intangibles;
(vii) all Instruments other than debt obligations, which are governed by Article II;
(viii) all GoodsInventory and all other Goods not otherwise described above;
(ix) all InstrumentsInvestment Property other than the Pledged Collateral and debt obligations, which are governed by Article II;
(x) all InventoryLetter of Credit Rights;
(xi) all Investment PropertyCommercial Tort Claims individually in excess of $10,000,000, as described on Schedule IV (as may be supplemented from time to time pursuant to Section 3.04);
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that notwithstanding . Notwithstanding anything to the contrary in this Agreement, the other Credit Agreement Documents, the other Notes Indenture Documents or any Other First Lien Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assets, for and the avoidance of doubt, Article 9 Collateral shall not constitute “Article 9 Collateral”include), and the other provisions of the Credit Agreement Documents, the Notes Indenture Documents and any Other First Lien Agreement with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Grantor Pledgor 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 (Ai) whether such Grantor Pledgor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and Pledgor, (Bii) 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; provided, however, relates and (iii) a description of collateral that the right of describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to file financing statements hereunder shall not be construed ensure the perfection of the security interest in the Collateral granted under this Agreement, including describing such property as a duty to do so“all assets” or “all personal property”. Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall The Collateral Agent is further authorized to file on behalf with the United States Patent and Trademark Office or United States Copyright 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 Patents, Trademarks and Material Copyrights, without the signature of such Pledgor, and naming such Pledgor or the Pledgors as debtors and the Collateral AgentAgent 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 benefit purpose of perfecting the Secured Parties, Security Interest in any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunderof such Pledgor constituting Patents, Trademarks or Copyrights 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 Grantor Pledgor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Collateral Agreement (McGraw-Hill Interamericana, Inc.), Collateral Agreement (McGraw-Hill Global Education LLC)
Security Interest. (a) As This Agreement and the other Credit Documents, upon execution and delivery thereof by the parties thereto and entry of the DIP Orders (and subject to the terms therein), will create in favor of the Lenders a legal, valid and enforceable security for interest in the payment or performanceCollateral described therein and the proceeds thereof, which security interest shall be deemed valid and perfected as of the case may beEffective Date by entry of the DIP Orders with respect to each Credit Party and which shall constitute continuing Liens on the Collateral having priority over all other Liens on the Collateral, in full of securing all the Obligations, including other than the GuaranteesCarve-Out and as otherwise set forth in the DIP Orders. The Lenders shall not be required to file or record (but shall have the option and authority to file or record) any financing statements, each Grantor hereby grants mortgages, notices of Lien or similar instruments, in any jurisdiction or filing office or to take any other action in order to validate, perfect or establish the Collateral Agent, its successors and assigns, for the benefit priority of the Secured Parties, a Liens and security interest (the “Security Interest”) in and lien on all right, title granted by or interest in or pursuant to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assets, for other Credit Document or the avoidance of doubt, shall not constitute “Article 9 Collateral”)DIP Orders.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit Pursuant to Section 364(c)(1) of the Secured Bankruptcy Code, the Obligations of the Credit Parties shall at any time and from time to time all times constitute allowed senior administrative expenses against each of the Credit Parties in the Chapter 11 Cases (without the need to file any proof of claim or request for payment of administrative expense), with priority over any and all other administrative expenses, adequate protection claims, diminution claims and all other claims against the Credit Parties, now existing or hereafter arising, of any kind or nature whatsoever, including, without limitation, all administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, and over any relevant jurisdiction and all other administrative expense claims arising under Sections 105, 326, 328, 330, 331, 503(b), 506(c) (with any initial financing statements (including fixture filingsclaims arising under Section 506(c) with respect only subject to the Article 9 Collateral entry of the DIP Orders), 507(a), 507(b), 546, 726, 1113 and 1114 of the Bankruptcy Code, whether or any part thereof and amendments thereto that (inot such expenses or claims may become secured by a judgment Lien or other nonconsensual Lien, levy or attachment, which allowed claims shall for purposes of section 1129(a)(9)(A) indicate of the Collateral as all assets Bankruptcy Code be considered administrative expenses allowed under section 503(b) of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detailthe Bankruptcy Code, and (ii) contain the information required by Article 9 which shall be payable from and have recourse to all pre- and post-petition property of the Uniform Commercial Code or Credit Parties and their estates and all proceeds thereof, subject, as to priority, only to the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor Carve-Out and (B) as otherwise set forth 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunderDIP Orders.
(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 Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Senior Secured Super Priority Debtor in Possession Credit Agreement (Carbo Ceramics Inc), Restructuring Support Agreement (Carbo Ceramics Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby grants assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on in, all of its right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in in, to or under which such Grantor now has or at any time in the future hereafter may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all AccountsAccounts (other than Accounts that are identifiable proceeds of the sale or other disposition of Term Loan Exclusive Collateral);
(ii) all Chattel PaperDeposit Accounts and all cash credited thereto, including, without limitation, the Concentration Account and the Control Accounts and all cash credited thereto (other than any Deposit Account that contains solely the identifiable cash proceeds of property that was Term Loan Exclusive Collateral when such cash proceeds arose);
(iii) all Commercial Tort Claims listed on Schedule II heretoInventory;
(iv) all Deposit AccountsPayment Intangibles;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining to any and/or all of the Article 9 Collateral; and
(xiiivi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees obligations given by any Person with respect to any of the foregoing; provided that notwithstanding anything .
(b) Anything herein to the contrary notwithstanding, in no event shall the security interest granted under this Agreement, this Agreement Section 3.01 attach to and the term “Collateral” shall not include (A) any lease, license, contract or agreement to which any Grantor is a party (other than contracts between or among Holdings and its subsidiaries), and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor or any asset or property of any Grantor (with no requirement to obtain the consent of any Governmental Authority, including without limitation, no requirement to comply with the Federal Assignment of Claims Act or any similar statute), or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided however that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (i) or (ii) above; provided further that the exclusions referred to in clause (A) of this Section 3.01(b) shall not include any Proceeds of any such lease, license, contract or agreement unless such Proceeds also constitute a grant Excluded Assets; (B) any assets the pledge of or granting a security interest in which would (i) violate any Excluded Asset law, rule or regulation applicable to such Grantor (which Excluded Assetswith no requirement to obtain the consent of any Governmental Authority) or (ii) require a consent, approval, or other authorization of a landlord or other third party, in the case of this subclause (ii) only, if such consent, approval or other authorization cannot be obtained after the use of commercially reasonable efforts by the Grantors (provided that there shall be no requirement to obtain the consent of any Governmental Authority); (C) any Deposit Accounts specifically and exclusively used (1) for payroll, payroll taxes, workers’ compensation or unemployment compensation, pension benefits and other similar expenses to or for the avoidance benefit of doubtany Grantor’s employees and accrued and unpaid employee compensation (including salaries, shall not constitute wages, benefits and expense reimbursements), (2) as zero balance deposit accounts, (3) for trust or fiduciary purposes in the ordinary course of business and (4) for all taxes required to be collected or withheld (including, without limitation, federal and state withholding taxes (including the employer’s share thereof), taxes owing to any governmental unit thereof, sales, use and excise taxes, customs duties, import duties and independent customs brokers’ charges) for which any Grantor may become liable; (D) any other Excluded Accounts (as defined in the Credit Agreement); (E) any interest of a Grantor in any “Article 9 CollateralBank Property” (as defined in that certain Amended and Restated Consumer Credit Card Program Agreement dated November 5, 2009, by and between ▇. ▇. ▇▇▇▇▇▇ Corporation, Inc. and GE Money Bank (as in effect on the date hereof, the “GE Agreement”)); and (F) any assets, if in the reasonable judgment of the Administrative Agent and the Parent Borrower, the burden, cost or consequences of creating or perfecting such pledges or security interests in such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom.
(bc) Each 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 by any description that reasonably approximates the description of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, Collateral contained in this Agreement 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do soGrantor. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(cd) 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.
(e) 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 Grantor with respect to or arising out of the Article 9Collateral.
Appears in 2 contracts
Sources: Credit Agreement (J C Penney Co Inc), Guarantee and Collateral Agreement (J C Penney Co Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including each Pledgor hereby assigns and pledges to the GuaranteesAgent, each Grantor its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all cash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vi) all General Intangibles;
(vii) all Instruments;
(viii) all Intellectual Property;
(ix) all Goods and Inventory;
(x) all Investment Property including the Pledged Collateral;
(xi) all Letters of Credit and Letter of Credit Rights;
(xii) all Commercial Tort Claims listed as described on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xiixiii) all books and records pertaining to the Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that notwithstanding anything .
(a) any vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired to the contrary extent the filing of a financing statement cannot perfect a security interest therein, (b) any Equity Interests owned on or acquired after the Closing Date (other than, in this Agreementthe case of shareholder agreements or other contractual obligations, this (x) Equity Interests in the Borrower or (y) in the case of any person which is a Wholly-Owned Subsidiary, Equity Interests in such person) in accordance with the Credit Agreement shall not constitute if, and to the extent that, and for so long as doing so would violate applicable law or regulation or a shareholder agreement or other contractual obligation (in each case, after giving effect to the Anti-Non-Assignment Clauses) binding on such Equity Interests, (c) any assets to the extent that, and for so long as, such grant of a security interest therein would violate applicable law or regulation or, in the case of assets acquired after the Closing Date, such grant of a security interest therein would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired after the Closing Date with Indebtedness of the type permitted pursuant to Section 6.01(i) of the Credit Agreement that is secured by a Permitted Lien) permitted by this Agreement, in each case, after giving effect to the Anti-Non-Assignment Clauses, (d) any Pledgor’s right, title or interest in any Excluded Asset 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 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 (which Excluded Assetsother than to the extent that any such term would be rendered ineffective pursuant to the Anti-Non-Assignment Clauses or any other applicable law or regulation (including Title 11 of the United States Code) or principles of equity); provided that, for immediately upon the avoidance ineffectiveness, lapse or termination of doubtany such provision, shall not constitute “Article 9 Collateral”).
(b) Each Grantor hereby irrevocably authorizes 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, (e) any Equipment or other asset owned by any Pledgor that is subject to a purchase money lien or a Capital Lease Obligation, in each case, as permitted by the Credit Agreement, 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 a Pledgor or a Subsidiary of a Pledgor 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 the Credit Agreement, (f) 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 and (g) those assets as to which the Borrower and the Administrative Agent for shall reasonably determine in writing that such assets shall be excluded from Collateral hereunder pursuant to the benefit Agreed Security Principles. In addition, the Security Interest in any asset of EVERTEC Costa Rica, S.A. (other than any Equity Interests and related assets described in clauses (c), (d) and (e) of Section 2.01) shall be automatically released upon receipt by the Agent of a certificate of a Responsible Officer 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 Borrower certifying that (i) indicate the Collateral as all assets of such Grantor release is necessary or words of similar effect as being of an equal or lesser scope or with greater detailadvisable in order for EVERTEC Costa Rica, 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 (A) whether S.A. to grant a security interest in such Grantor is an organization, the type of organization asset to a third party and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(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 Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Collateral Agreement, Collateral Agreement (EVERTEC, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretocash and Deposit Accounts;
(iv) all Deposit AccountsDocuments;
(v) all DocumentsEquipment;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ixvii) all Instruments;
(xviii) all Inventory;
(xiix) all Investment Property;
(x) all Software;
(xi) all Letter-of-Credit rights;
(xii) all Commercial Tort Claims (as described in Schedule 12 to the Perfection Certificate);
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Asset General Intangible or any contract or agreement to which a Grantor is a party or any of its rights or interests hereunder if and for so long as the grant of such security interest shall constitute or result in (which Excluded Assetsx) the abandonment, for invalidation or unenforceability of any right, title or interest of the avoidance Grantor therein, (y) a violation of doubta 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 material consents shall have been obtained or (z) a breach or termination (or result in any party thereto having the right to terminate) pursuant to the terms of, or a default under, any such contract, lease, instrument, permit, franchise, license or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law or principles of equity); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability or breach or termination, as the case may be, shall be remedied and, to the extent severable, shall attach immediately to any portion of such contract, lease, instrument, permit, franchise or agreement that does not constitute “Article 9 Collateral”result in any of the consequences specified in the immediately preceding clause (x), (y) or (z) including, without limitation, any proceeds of such contract, lease, instrument, permit, franchise or agreement.
(b) Each 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 the Pledged 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do soGrantor. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, also ratifies its authorization for the benefit of the Secured Parties, Administrative Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the relevant jurisdiction necessary purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party to perfect the extent a security interests interest may be perfected by filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in the Article 9 Collateral granted hereunderany other country).
(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 Grantor with respect to or arising out of the Article 99 Collateral or Pledged Collateral.
Appears in 2 contracts
Sources: Second Lien Guarantee and Collateral Agreement (RedPrairie Holding, Inc.), Guarantee and Collateral Agreement (RedPrairie Holding, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest in the following (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretocash and Deposit Accounts;
(iv) all Deposit AccountsDocuments;
(v) all DocumentsEquipment;
(vi) all Equipment;
(vii) all General Intangibles;
(vii) all Instruments;
(viii) all GoodsInventory;
(ix) all InstrumentsInvestment Property;
(x) all InventoryLetter-of-Credit Rights;
(xi) all Investment PropertyCommercial Tort Claims described on Schedule IV;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing. provided, however, notwithstanding the foregoing, no security interest granted under this Section 4.01(a) shall attach to: (A) the Excluded Equity Interests; provided (B) insofar as the Pledged Stock secures Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that notwithstanding anything such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations); (C) any governmental license, permit, registration or other authorization of any Grantor or any of its rights or interests thereunder, if and for so long as the grant of such security interest is not permitted by or is ineffective under any law or shall constitute or result in (x) the unenforceability of any right of such Grantor therein or (y) a breach or termination pursuant to the contrary terms of, or a default under, any such authorization (other than to the extent any such law or term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law or principles of equity); provided, further, 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 authorization that does not result in this Agreementany of the consequences specified in clause (x) or (y) above, this Agreement shall not constitute including any Proceeds of such authorization; (D) any contract or agreement to which any 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 (x) the unenforceability of any right of such Grantor therein or (y) 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 Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law or principles of equity); provided, further, 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 clause (x) or (y) above, including any Proceeds of such contract or agreement; and (E) any intent-to-use Trademark application pending in the United States Patent and Trademark Office unless and until acceptable evidence of use of the applicable Trademark has been filed with and accepted by such office pursuant to the ▇▇▇▇▇▇ Act, to the extent that granting a security interest in any Excluded Asset (which Excluded Assets, for such Trademark application prior to such filing would adversely affect the avoidance enforceability or validity or result in cancellation of doubt, shall not constitute “Article 9 Collateral”)such Trademark application.
(b) 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 Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets assets” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detaileffect, 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 (Aa) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (Bb) 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; provided, it being understood, however, that the right of the Collateral Agent no fixture filings will be required to file financing statements hereunder shall not be construed as a duty to do somade. Each The Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of also ratifies its authorization for the Collateral Agent, 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 and the United States Copyright Office (or any successor office) such documents as may be necessary or advisable for the benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured Parties, any financing statements Security Interest granted by each Grantor to the Collateral Agent in the relevant jurisdiction necessary to perfect the security interests Intellectual Property included in the Article 9 Collateral, and naming any Grantor or the Grantors as debtors and the Collateral granted hereunderAgent as secured party.
(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 Grantor with respect to or arising out of the Article 99 Collateral.
Appears in 2 contracts
Sources: Guarantee and Pledge Agreement (Cb Richard Ellis Group Inc), Guarantee and Pledge Agreement (Cb Richard Ellis Group Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each 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 and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretoDocuments;
(iv) all Deposit AccountsEquipment;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ixvi) all Instruments;
(xvii) all Inventory;
(xiviii) all Investment Property;
(xiiix) all Letter-of-Credit Rights;
(x) all Commercial Tort Claims;
(xi) all books and records pertaining to the Article 9 Collateral; and
(xiiixii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that notwithstanding . Notwithstanding anything herein to the contrary contrary, in this no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in any (I) General Intangible, Instrument, license, property right, permit or any other 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 (x) the abandonment, invalidation or unenforceability of any right, title or interest of the Grantor therein, (y) a violation of a valid and enforceable restriction in respect of such General Intangible, Instrument, license, property right, permit or any other contract or agreement or other such rights (1) in favor of a third party or (2) under any law, regulation, permit, order or decree of any Governmental Authority or (z) a breach or termination (or result in any party thereto having the right to terminate) pursuant to the terms of, or a default under, such General Intangible, Instrument, license, property right, permit or any other 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, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability or breach or termination, as the case may be, shall be remedied and, to the extent severable, shall attach immediately to any portion of such General Intangible, Instrument, license, property right, permit or any other contract or agreement that does not result in any of the consequences specified in the immediately preceding clause (x), (y) or (z) including, any proceeds of such General Intangible, Instrument, license, property rights, permit or any other contract or agreement; (II) more than 65% of the outstanding voting Equity Interests in any Foreign Subsidiary, (III) any Equity Interest in any Non-Significant Subsidiary, (IV) any Equity Interest in any Permitted Syndication Subsidiary, any Securitization Subsidiary or any Permitted Joint Venture Subsidiary to the extent the pledge of the Equity Interest in such Subsidiary is prohibited by any applicable Contractual Obligation or requirement of law, (V) any vehicle or other asset subject to certificate of title, (VI) any asset that requires perfection through control agreements (including, to the extent required in the relevant jurisdiction for deposit accounts and investment property), (VII) any minority Equity Interests, (VIII) any assets with respect to which the Collateral Agent shall reasonably determine that the cost of creating and/or perfecting a security interest therein is excessive in relation to the benefit to the Secured Parties or that the granting or perfection of a security interest therein would violate applicable law or regulation and (IX) any assets (other than any General Intangible, Instrument, license, property right, permit or any other contract or agreement) owned by any Grantor that are subject to a Lien permitted by Section 6.02(c) or (n) of the Credit Agreement, this Agreement shall not constitute a to the extent and for so long as such Lien exists and the terms of the Indebtedness or other obligations secured thereby prevent the grant of a security interest in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”)such assets hereunder.
(b) 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 Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets assets” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detaileffect, 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(c) 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 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 Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.
(d) 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 Grantor with respect to or arising out of the Article 99 Collateral.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Community Health Systems Inc), Guarantee and Collateral Agreement (Community Health Systems Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including obligations under the GuaranteesGuarantee Agreement, each Grantor hereby collaterally assigns and pledges to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Papercash, Deposit Accounts and Securities Accounts;
(iii) all Commercial Tort Claims listed on Schedule II heretoChattel Paper;
(iv) all Deposit AccountsDocuments;
(v) all DocumentsEquipment;
(vi) all Equipment;
(vii) all General Intangibles;
(viiivii) all Goods;
(ixviii) all Instruments;
(xix) all Inventory;
(xix) all Investment Property;
(xi) all Commercial Tort Claims described on Schedule II;
(xii) all Receivables and Receivables Records;
(xiii) all Letter of Credit Rights;
(xiv) all property of such Grantor held by any Secured Party, including all property of every description, in the custody of or in transit to such Secured Party for any purpose, including safekeeping, collection or pledge, for the account of such Grantor or as to which such Grantor may have any right or power, including but not limited to cash;
(xv) all books and records pertaining to the Article 9 Collateral; and
(xiiixvi) to the extent not otherwise included, all Proceeds proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) motor vehicles and other assets subject to certificates of title, (B) Equity Interests of any Excluded Asset Subsidiary that is directly or indirectly owned by a CFC, (C) more than 65% of the issued and outstanding Voting Interests of each Subsidiary that is a CFC and that is directly held by the Borrower or by any Domestic Subsidiary of the Borrower, (D) Equity Interests in any Person (other than Wholly-Owned Subsidiaries) to the extent not permitted to be pledged by the terms of such Person’s organizational or joint venture documents, (E) any asset with respect to which Excluded Assetsthe Administrative Agent and the Borrower reasonably determine that the costs of obtaining such a security interest or perfection thereof are excessive in relation to the value to the Lenders of the security to be afforded thereby, for (F) assets (including interests in any partnership, joint venture or non Wholly-Owned Subsidiary of the avoidance Borrower) to the extent a pledge thereof or security interest therein is prohibited by applicable Law, regulation or agreements in effect on the date of doubtthis Agreement or the date of acquisition of such asset from a third party and containing enforceable anti-assignment clauses not overridden by the Uniform Commercial Code or other applicable Law, (G) any lease, license or other agreement or any property subject to a purchase money security interest or Capital Lease Obligation or similar arrangement which is permitted under the Loan Documents to the extent that a grant of a security interest therein would violate or invalidate such lease, license, or agreement, purchase money security interest or Capital Lease Obligation or similar arrangement or create a right of termination in favor of any party thereto (other than a Loan Party) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable Law, other than proceeds and receivables thereof the assignment of which is expressly deemed effective under applicable Law notwithstanding such prohibition, (H) Equity Interests of any Domestic Subsidiary whose only asset is the Equity Interests of Foreign Subsidiaries, (I) any real property with a fair market value of less than $1,000,000, (J) intercompany Indebtedness owed by any Subsidiary that is a CFC or is directly or indirectly owned by a CFC solely to the extent a pledge thereof could reasonably be expected to result in adverse tax consequences, or (K) “intent-to-use” trademark or service ▇▇▇▇ applications. Each Grantor shall, if requested to do so by the Administrative Agent, use commercially reasonable efforts to obtain consents in relation to such of the items otherwise excluded from the Collateral pursuant to clause (F) or (G) of the immediately preceding sentence. Notwithstanding anything to the contrary herein, immediately upon the ineffectiveness, lapse or termination of any restriction or condition set forth in this paragraph, the Collateral shall not constitute “Article 9 Collateral”)include, and the Borrower shall be deemed to have granted a security in, all relevant previously restricted or conditioned rights, interests or other assets, as the case may be, as if such restriction or condition had never been in effect.
(b) Each 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 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 Collateral granted under this Agreement, including indicating the Collateral as “all assets whether now owned or hereafter acquired” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detaileffect, 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon any reasonable request. Each Grantor shall also ratifies its authorization for the Administrative Agent to file on behalf of in any relevant jurisdiction any initial financing statements or amendments thereto with respect to the Collateral Agentor any part thereof naming any Grantor as debtor or the Grantors as debtors and the Administrative Agent as secured party, for if filed prior to the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunderdate hereof.
(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 Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Credit Agreement (Lmi Aerospace Inc), Credit Agreement (Lmi Aerospace Inc)
Security Interest. (a) As security for the prompt and complete payment or performance, as the case may be, and performance in full of the principal of, premium, if any, and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest, if any, to the extent such premium or interest is permitted by law, on the Notes and the performance of all other Obligations, including the Guarantees, each Grantor Subsidiary Guarantor hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”).
(b) 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 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 (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of itself and the Secured PartiesHolders, a security interest in and continuing lien on, all of their right, title and interest in, to and under the following, in each case, whether now owned or existing or hereafter acquired or arising, and wherever located (all of which is defined as the "Collateral"):
(i) Accounts;
(ii) subject to the final paragraph of this Section 2.1, all present and future contract rights (including, without limitation, all rights under service contracts pursuant to which each Subsidiary Guarantor renders its services to its customers, which rights shall include any financing statements and all rights to all retainers which may arise thereunder), general intangibles (including, but not limited to, tax and duty refunds, patents, trade secrets, trademarks, service marks, copyrights, trade names, trade styles, logos, applications and registrations for the foregoing, goodwill, processes, drawings, blueprints, customer lists, licenses, whether as licensor or licensee, choses in action and other claims), chattel paper, documents, instruments, letters of credit, bankers' acceptances and guaranties;
(iii) all present and future monies, securities, credit balances, deposit accounts and other property of each Subsidiary Guarantor now or hereafter held or received by or in transit to a lender or at any other depository or other institution from or for the relevant jurisdiction necessary account of each Subsidiary Guarantor, whether for safekeeping, pledge, custody, transmission, collection or otherwise, and all present and future liens, security interests, rights, remedies, title and interest in, to perfect and in respect of Accounts and other Collateral, including, without limitation, (a) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the security interests Collateral, (b) rights of stoppage in the Article 9 Collateral granted hereunder.
transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, (c) The Security Interest is granted as goods described in invoices, documents, contracts or instruments with respect to, or otherwise representing or evidencing, Accounts or other Collateral, including, without limitation, returned, repossessed and reclaimed goods, and (d) deposits by and property of account debtors of other persons securing the obligations of account debtors;
(iv) Inventory;
(v) Equipment;
(vi) Records; and
(vii) all products and proceeds of the foregoing, in any form, including without limitation, insurance proceeds and all claims against third parties for loss or damage to or destruction of any or all of the foregoing. In no event shall the Collateral Agent's security only and shall not subject interest in a contract or agreement of each Subsidiary Guarantor be deemed to be a present assignment, transfer conveyance, subletting or other disposition (an "Assignment") of such contract or agreement to the Collateral Agent within the meaning of any provision in such contract or agreement prohibiting, or requiring any consent or establishing any other Secured Party toconditions for, an assignment thereof by each Subsidiary Guarantor. The Collateral Agent acknowledges that any sale, transfer or in any way alter or modify, any obligation or liability Assignment of any Grantor with respect to such contract or arising out agreement upon the enforcement of the Article Collateral Agent's security interest therein would be subject to the terms of such contract or agreement governing Assignment, except as otherwise provided in Section 9-318 of the UCC. The Collateral Agent's security interest in each contract or agreement of each Subsidiary Guarantor shall attach from the date hereof to all of the following, whether now existing or hereafter arising or acquired: (i) all of each Subsidiary Guarantor's Accounts and general intangibles for money due or to become due arising under such contract or agreement; (ii) all proceeds paid or payable to each Subsidiary Guarantor from any sale, transfer or assignment of such contract or agreement and all rights to receive such proceeds; and (iii) all other rights and interests of each Subsidiary Guarantor in, to and under such contract or agreement to the fullest extent that attachment thereto would not be a violation of such contract or agreement directly or indirectly entitling a party thereto (other than each Subsidiary Guarantor or Affiliate thereof) to a legally enforceable right to terminate such contract or agreement.
Appears in 2 contracts
Sources: Subsidiary Security Agreement (Discovery Zone Inc), Subsidiary Security Agreement (Discovery Zone Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) ), in and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretocash and Deposit Accounts;
(iv) all Deposit AccountsDocuments;
(v) all DocumentsEquipment;
(vi) all Equipment;
(vii) all General Intangibles;
(vii) all Instruments;
(viii) all GoodsInventory;
(ix) all InstrumentsInvestment Property;
(x) all InventoryLetter-of-Credit Rights;
(xi) all Investment PropertyCommercial Tort Claims;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided provided, however, that notwithstanding anything to any of the contrary other provisions set forth in this AgreementSection 4, this Agreement in no event shall not constitute a grant of a the security interest in granted under this Section 4 attach to any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”).
(b) 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 Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets assets” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detaileffect, 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor shall file on behalf of or the Grantors as debtors and the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunderAgent as secured party.
(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 Grantor with respect to or arising out of the Article 99 Collateral.
Appears in 2 contracts
Sources: Second Lien Guarantee and Collateral Agreement (Itc Deltacom Inc), First Lien Guarantee and Collateral Agreement (Itc Deltacom Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor Borrower hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Lender a continuing priority security interest (the “Security Interest”) in and lien on all upon Borrower's entire right, title or and interest in or and to any and all of the following assets and properties (subject only to the first priority security interest of The CIT Group/Business Credit, Inc.), whether now or hereafter existing or now owned or at any time hereafter acquired by such Grantor acquired, and whether located on the premises of Borrower, a sub-contractor of Borrower or in which such Grantor now has or at any time in elsewhere (the future may acquire any right, title or interest (collectively, the “Article 9 "Collateral”"):
(ia) all Accountsaccounts, payment intangibles, customer lists, deposit accounts, all contracts together with any contract rights arising thereunder, all documents, all chattel paper, all instruments, all inventory, all goods, all equipment, all general intangibles (including without limitation all marks, together with registrations and right to all renewals thereof, and the goodwill of the business of Borrowers symbolized by the marks and/or relating to their business generally, all patents, patent applications, copyrights and copyright applications and all software, all computer programs and software of Borrower and other proprietary information of Borrower, including but not limited to trade secrets;
(iib) any and all Chattel Paper;
(iii) additions, improvements and accessions to the foregoing, all Commercial Tort Claims listed on Schedule II hereto;
(iv) substitutions and replacements therefor and all Deposit Accounts;
(v) products and proceeds thereof, including without limitation all Documents;
(vi) proceeds of insurance thereon, all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) commercial tort and other claims and choses in action, and all books and records pertaining to the Article 9 Collateralrecords, computerized or otherwise, relating thereto; and
(xiiic) a pledge of all of the issued and outstanding shares of Konsyl held by Borrower, as reflected more fully in the Pledge Agreement in the form of Exhibit K attached hereto (the "Pledge Agreement"); all to secure performance and payment of the extent not otherwise includedNote, and all Proceeds other obligations and products indebtedness of any Borrower to Lender under this Agreement of whatever kind and whenever or however created or incurred, whether absolute or contingent, matured or unmatured, direct or indirect. The security interest granted herein shall continue in full force and effect until all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything to the contrary have been indefeasibly paid in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”)full.
(b) 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 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 (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(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 Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Term Loan and Security Agreement (Pharmaceutical Formulations Inc), Term Loan and Security Agreement (Pharmaceutical Formulations Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full when due of the Obligations, including the GuaranteesGuarantees of the Obligations, each Grantor hereby pledges to the Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all such Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired directly owned by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretoDeposit Accounts;
(iv) all Deposit AccountsDocuments;
(v) all DocumentsEquipment;
(vi) all EquipmentFixtures;
(vii) all General Intangibles;
(viii) all GoodsIntellectual Property;
(ix) all InstrumentsGoods;
(x) all Instruments;
(xi) all Inventory;
(xixii) all Investment Property;
(xiixiii) all books and records pertaining to the Article 9 Collateral;
(xiv) all Letters of Credit and Letter of Credit Rights;
(xv) all Money; and
(xiiixvi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligationsSupporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”).
(b) 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 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 (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(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 Grantor with respect to or arising out of the Article 9;
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Time Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretocash;
(iv) all Deposit Accounts, all Commodity Accounts and all Securities Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General IntangiblesFixtures;
(viii) all General Intangibles;
(ix) Goods;
(ixx) all Instruments;
(xxi) all Intellectual Property;
(xii) all Inventory;
(xixiii) all Investment PropertyProperty other than the Pledged Collateral;
(xiixiv) all Letters of Credit and Letter of Credit Rights;
(xv) all minerals, oil, gas and As-Extracted Collateral;
(xvi) all books and records pertaining to the Article 9 Collateral; and
(xiiixvii) substitutions, replacements, accessions, products and proceeds (including insurance proceeds, licenses, royalties, income, payments, claims, damages and proceeds of suit) and to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that notwithstanding . Notwithstanding anything to the contrary in this Agreementthe 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 Credit Documents with respect to Collateral need not be satisfied with respect to (a) motor vehicles or other assets subject to certificates of title and commercial tort claims, (b) any Excluded Asset 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 (which Excluded Assetsexcept in the case of assets owned on the Closing Date or acquired after the Closing Date with Indebtedness of the type permitted pursuant to Section 10.1(h) of the Credit Agreement) including, for the avoidance of doubtdoubt any assets subject to a Lien, on the Closing Date, pursuant to the Whitney Term Loan Documents (as defined in the Credit Agreement), 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 consultation with the Collateral Agent, (c) those assets with respect to which, in the reasonable judgment of the Agent and the Borrower, evidenced in writing delivered by 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 Securities, (f) any Grantor’s right, title or interest in any license, contract or agreement to which such Grantor 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 Grantor 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 Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect, (g) any equipment or other asset owned by any Grantor that is subject to a purchase money lien or a Capitalized Lease Obligation, in each case, as not constitute prohibited by the Credit Agreement, 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 Grantors 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 not prohibited by the Credit Agreement, (h) any foreign collateral or credit support with respect to such foreign collateral (other than any Pledged Stock of a Foreign Subsidiary directly owned by a Grantor and pledged pursuant to Article III hereof), (i) any real property (owned or leased) or oil and gas properties (owned or leased) other than the Mortgaged Properties or (j) the Excluded Accounts (the foregoing clauses (a) through (j), the “Article 9 CollateralExcluded Assets”).
(b) Each Grantor Pledgor 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 (Ai) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and Grantor, (Bii) 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; provided, however, relates and (iii) a description of collateral that describes such property in any other manner as the right Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral Agent to file financing statements hereunder shall not be construed granted under this Agreement, including describing such property as a duty to do so“all assets” or “all property” or words of similar effect. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall The Agent is further authorized to file on behalf of with the Collateral Agent, United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured PartiesSecurity Interest granted by each Grantor, without the signature of any financing statements in Grantor, and naming any Grantor or the relevant jurisdiction necessary to perfect Grantors as debtors and the security interests in the Article 9 Collateral granted hereunderAgent as secured party.
(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 Grantor with respect to or arising out of the Article 99 Collateral.
Appears in 2 contracts
Sources: Credit Agreement (Talos Energy Inc.), Credit Agreement (Talos Energy Inc.)
Security Interest. (a) 3.1 As security for the prompt and complete payment when due (whether on the payment dates or performance, as otherwise) of all the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor Borrower hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Agent a security interest (the “Security Interest”) in and lien on all of Borrower’s right, title or title, and interest in or in, to any and under all of the following assets and properties Borrower’s personal property now owned or at any time hereafter acquired, and other assets including without limitation the following (except as set forth herein) whether now owned or hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (other than Intellectual Property); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) all Accounts;
Goods and other tangible and intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located; and (ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiiij) to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all supporting obligationsaccessions to, collateral security substitutions and guarantees given by any Person with respect to any replacements for, and rents, profits and products of each of the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”).
(b) 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 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 (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right Collateral shall (i) 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 (ii) not include (A) more than 65% of the issued and outstanding voting capital stock of any Subsidiary that is incorporated or organized in a jurisdiction other than the United States or any state or territory thereof or the District of Columbia; (B) Intellectual Property (other than Rights to Payment); (C) any Equipment or Proceeds thereof that is subject to a Lien that is otherwise permitted by clause (vii) of the definition of “Permitted Lien” hereunder if inclusion of such Equipment would constitute a breach by Borrower of its agreement with a third-party equipment lessor or lender, provided, that upon the release of any such Lien such Equipment shall be deemed to be Collateral Agent hereunder and shall be subject to file financing statements hereunder the security interest granted herein; and (D) 100% of the issued and outstanding capital stock of the MSC Subsidiary. 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, and the existence of such security interest would not otherwise violate or breach any provision in any applicable agreement or contract that is enforceable under the UCC with respect to the applicable Intellectual Property, then the Collateral shall not be construed automatically, and effective as a duty of the Closing Date, include the Intellectual Property to do sothe extent necessary to permit perfection of Agent’s security interest in the Rights to Payment. Each Grantor Lender hereby agrees to provide such information Borrower, at Borrower’s expense, with any release, partial termination or other documents reasonably requested by Borrower to reflect or confirm that the Collateral Agent promptly upon does not include any reasonable request. Each Grantor shall file on behalf of property excluded from the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunderdefinition thereof.
(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 Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Loan and Security Agreement (Aveo Pharmaceuticals, Inc.), Loan and Security Agreement (Aveo Pharmaceuticals Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby grants assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretoDeposit Accounts;
(iv) all Deposit AccountsDocuments (other than title documents relating to vehicles);
(v) all DocumentsEquipment;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ixvii) all Instruments;
(xviii) all Inventory;
(xiix) all Investment Property;
(x) Letter-of Credit Rights;
(xi) Commercial Tort Claims described in Schedule IV;
(xii) all other personal property (other than leasehold interests in real property) not otherwise described above (except for any property specifically excluded from any clause in this section above and any property specifically excluded from any defined term used in any clause of this section);
(xiii) all books and records pertaining to the Article 9 Collateralrecords; and
(xiiixiv) to the extent not otherwise included, all Proceeds and products of any and all Supporting Obligations of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided provided, that notwithstanding anything herein to the contrary contrary, in this Agreement, this Agreement no event shall not constitute a grant of a the security interest in any Excluded Asset (which Excluded Assetsgranted hereunder attach to, for nor the avoidance of doubt, shall not constitute terms “Article 9 Collateral”” or “Pledged Stock” include (A) 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 (i) the unenforceability of any right of the Grantor therein or (ii) in 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 Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law or principles of equity), provided, however, that such security interest shall attach immediately at such time as the condition causing such 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 (i) or (ii) including, without limitation, any proceeds of such contract or agreement, (B) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or any Equity Interests in any Person that is not a wholly-owned Subsidiary where, pursuant to the organizational documents or any related shareholders or similar agreement of such Person, the grant of such security interest or lien is prohibited or prohibited without the consent of the equity holders of such Person (other than the Borrower or any wholly-owned Subsidiary thereof); and (C) assets owned by any Grantor on the date hereof or hereafter acquired and any proceeds thereof that are subject to a Lien securing Indebtedness permitted to be incurred pursuant to Section 6.01(a)(v) of the Credit Agreement to the extent and for so long as the contract or other agreement in which such Lien is granted (or the documentation providing for such Indebtedness) validly prohibits the creation of any other Lien on such assets and proceeds.
(b) Each 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 Pledgor, 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 (Aa) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (Bb) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, also ratifies its authorization for the benefit of the Secured Parties, Administrative Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the relevant jurisdiction necessary to perfect purpose of perfecting, confirming, continuing, enforcing or protecting the security interests in Security Interest granted by each Grantor, without the Article 9 Collateral granted hereundersignature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Ami Celebrity Publications, LLC), Guarantee and Collateral Agreement (Ami Celebrity Publications, LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, 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 and lien (the “Security Interest”) ), in and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel PaperCommercial Tort Claims set forth on Schedule VI hereto;
(iii) all Commercial Tort Claims listed on Schedule II heretoChattel Paper;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General IntangiblesFCC Licenses (except solely to the extent prohibited by applicable law (it being understood and acknowledged that as of the date hereof applicable law does not permit the grant of a security interest directly in an FCC License or the public interest in the underlying spectrum)) and (i) the present and future value to the Grantors of such FCC Licenses, and the right to receive any payment of money in respect of (including on account of the transfer, assignment or disposition of) such FCC Licenses or any present or future value to the Grantors of such FCC Licenses (including, without limitation, general intangibles in respect of such FCC Licenses or the value to the Grantors thereof for money due or to become due to the Grantors or their respective representatives or successors in respect of any of the foregoing), (ii) any Proceeds, products, offspring, accessions, rents, profits, income or benefits to the Grantors of all FCC Licenses or any present or future value to the Grantors of all FCC Licenses, and (iii) to the maximum extent not prohibited by law, all other rights incident or appurtenant to the FCC Licenses;
(viii) all GoodsGeneral Intangibles;
(ix) all InstrumentsPayment Intangibles;
(x) all Goods;
(xi) all Instruments;
(xii) all Inventory;
(xixiii) all Investment Property;
(xiixiv) all Intellectual Property;
(xv) all Letter-of-Credit Rights;
(xvi) all Pledged Collateral;
(xvii) all books and records pertaining to the Article 9 Collateral;
(xviii) all Supporting Obligations; and
(xiiixix) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of foregoing. Notwithstanding the foregoing; provided that notwithstanding anything to , the contrary in this Agreement, this Agreement Security Interest shall not constitute a grant of a security interest in extend to, and the term “Collateral” (and any component definition thereof) shall not include, any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”)Property.
(b) 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 and in any initial relevant office any (i) financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (iA) 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 detaileffect, and (iiB) 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (Bii) in addition to the case foregoing and to the documents referred to below, all other documents as may be necessary or appropriate for the purpose of a financing statement filed perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor if permitted by applicable law, and naming any Grantor or the Grantors as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of debtors and the Collateral Agent as secured party, together with all information necessary or appropriate to file financing statements hereunder shall not be construed as a duty to do sofiled therewith. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable written request. Each Grantor shall file on behalf The Collateral Agent agrees, upon request by the Borrower and at its expense, to furnish copies of such filings and other documents to the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunderBorrower.
(c) The Collateral Agent is further irrevocably authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party. The Collateral Agent agrees, upon request by the Borrower and at its expense, to furnish copies of such filings to the Borrower.
(d) The Security Interest is granted as security only and and, except as otherwise required by applicable law, shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9Collateral. Nothing contained in this Agreement shall be construed to make the Collateral Agent or any other Secured Party liable as a shareholder of any corporation, 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 exercise its rights and remedies and 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 2 contracts
Sources: Collateral Agreement (FiberTower CORP), Collateral Agreement (FiberTower CORP)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the First Lien Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the First Lien Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the First Lien Secured Parties, and confirms its continuing prior grant to the Collateral Agent for the benefit of the Secured Parties of, a security interest (the “Security Interest”) in and lien on in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretoDocuments;
(iv) all Deposit AccountsEquipment;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ixvi) all Instruments;
(xvii) all Inventory;
(xiviii) all Investment Property;
(xiiix) all books and records pertaining to the Article 9 Collateral;
(x) all Money and Deposit Accounts; and
(xiiixi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligationsSupporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided provided, that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (and the term “Collateral” shall not include) (A) any Excluded Asset vehicle covered by a certificate of title or ownership, (B) any Equity Interest excluded from the pledge made pursuant to Article II hereunder pursuant to clauses (A) through (G) of Section 2.01, (C) any asset with respect to which Excluded Assetsthe Administrative Agent determines (with an acknowledgement to the U.S. Borrower) that the costs or other consequences (including adverse tax consequences) of providing a security interest in such asset is excessive in view of the benefits to be obtained by the Lenders, (D) any Equipment owned by any Grantor that is subject to a purchase money lien or a Capitalized Lease permitted by the Credit Agreement if the contract or other agreement in which such Encumbrance is granted (or the documentation providing for such Capitalized Lease) prohibits or requires the consent of any person other than the U.S. Borrower or any Subsidiary as a condition to the creation of any other security interest on such Equipment, (E) any assets with respect to which a security interest is not required to be granted under Section 6.11 of the Credit Agreement by reason of the second sentence of Section 6.11(b) or of Section 6.11(d) of the Credit Agreement or (F) any General Intangible, Investment Property or 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 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 constitute “Article 9 Collateral”)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, lease, instrument, license or other document, the right to terminate its obligations thereunder, provided, however, that the limitation set forth in clause (F) 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 UCC. Each Grantor shall, if requested to do so by the Administrative Agent, the Collateral Agent or any Applicable First Lien Representative, use commercially reasonable efforts to obtain any such required consent that is reasonably obtainable with respect to Collateral which the Administrative Agent or the Collateral Agent or the Applicable First Lien Representative reasonably determines to be material.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the First Lien 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other First Lien Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 99 Collateral.
(d) Notwithstanding anything to the contrary in Article II or Article III, the term “Pledged Equity,” “Pledged Collateral” or “Collateral”, as it refers to such Collateral securing Permitted Debt Offering Obligations for which the applicable Permitted Debt Offering Agreement specifies such obligations will be subject to this paragraph or whose Authorized Representative otherwise elects to be subject to this paragraph, shall not include any Equity Interests and other securities of a Subsidiary of the Company to the extent that the pledge of such Equity Interests and other securities would result in ▇▇▇▇▇▇▇ or the Company being required to file separate financial statements of such Subsidiary with the SEC, but only to the extent necessary to not be subject to such requirement and only for so long as such requirement is in existence and only with respect to the relevant Permitted Debt Offering Obligations affected; provided that neither ▇▇▇▇▇▇▇ nor any Subsidiary shall take any action in the form of a reorganization, merger or other restructuring a principal purpose of which is to provide for the release of the Lien on any Equity Interests pursuant to this clause (d). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-16”) 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 Authority) of separate financial statements of any Subsidiary of the Company due to the fact that such Subsidiary’s Equity Interests secures the Permitted Debt Offering Obligations affected thereby, then the Equity Interests of such Subsidiary will automatically be deemed not to be part of the Collateral securing the relevant Permitted Debt Offering Obligations affected thereby but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any First Lien Secured Party, to the extent necessary to release the First Lien Security Interests in favor of the Collateral Agent on the shares of Equity Interests that are so deemed to no longer constitute part of the Collateral for the relevant Permitted Debt Offering Obligations only. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests to secure the Permitted Debt Offering Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests of such Subsidiary will automatically be deemed to be a part of the Collateral for the relevant Permitted Debt Offering Obligations. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, nothing in this clause (d) shall limit the pledge of such Equity Interests and other securities from securing the Obligations and the Initial Permitted Debt Offering Obligations at all times or from securing any Permitted Debt Offering Obligations that are not in respect of securities subject to regulation by the SEC for which the applicable Permitted Debt Offering Agreement specifies, or whose Authorized Representative elects to be subject to this paragraph.
Appears in 2 contracts
Sources: Security Agreement (Nielsen Holdings B.V.), Security Agreement (Nielsen CO B.V.)
Security Interest. (ai) As security for To secure the prompt payment or performance, as the case may be, and performance in full when due, whether by lapse of time, acceleration or otherwise, of all of the obligations of the Company under the Loan Documents (the “Obligations”), including the Guarantees, each Grantor Company hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Buyer a continuing security interest (the “Security Interest”) in in, and lien on a right to set off against, any and all right, title or and interest of the Company in or and to any and all of the following assets and properties following, whether now owned or at any time existing or owned, acquired, or arising hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i1) all Accounts;
(ii2) all cash and cash equivalents;
(3) all Chattel Paper (including Electronic Chattel Paper);
(iii4) all Commercial Tort Claims listed on Schedule II heretoContract Rights;
(iv5) all Deposit Accounts;
(v6) all Documents;
(vi7) all Equipment;
(vii8) all Financial Assets;
(9) all Fixtures;
(10) all General Intangibles;
(viii11) all Goods;
(ix12) all InstrumentsInstruments (including, without limitation, all promissory notes and certificated securities);
(x13) all Inventory;
(xi14) all Investment Property;
(xii15) all books Letter-of-Credit Rights;
(16) all Payment Intangibles;
(17) all Software;
(18) all Supporting Obligations;
(19) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and records pertaining related data processing software (owned by the Company or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the Article 9 Collateralcollection thereof or realization thereupon;
(20) all other personal property of any kind or type whatsoever owned by the Company; and
(xiii21) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of foregoing. Notwithstanding the foregoing; provided that notwithstanding anything to , the contrary in this Agreement, this Agreement shall Buyer will not constitute a grant of have a security interest in the capital stock of LDI owned by the Company or any Excluded Asset (which Excluded Assetsproceeds from the Company’s investment in LDI, for as further defined in the avoidance CVR, and the capital stock of doubtLDI or any proceeds from the Company’s investment in LDI is not Collateral. Notwithstanding the foregoing, in no event shall not constitute “Article 9 Collateral”).
(b) 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 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 detailinclude, 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 (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder Company shall not be construed deemed to have granted a security interest in, any of its rights or interests in any license, contract or agreement to which the Company is a party, 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 thereof or constitute a default thereunder. The parties hereto hereby acknowledge and agree that the security interest created hereby in the Collateral constitutes continuing collateral security for all of the Obligations, whether now existing or hereafter arising.
3.2 All references in the Purchase and Loan Agreement to the “Agreement” shall refer to the Purchase and Loan Agreement as a duty amended hereby. To the extent the terms of the Note is inconsistent with the terms hereof, the Note is hereby modified to do so. Each Grantor reflect the terms hereof.
3.3 Buyer agrees to provide such information amend its UCC-1 filing to reflect the changes in Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the which it has a security interests in the Article 9 Collateral granted hereunderinterest per Section 3.1 above.
(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 Grantor with respect to or arising out of the Article 9
Appears in 2 contracts
Sources: Securities Purchase, Loan and Security Agreement (Capstone Therapeutics Corp.), Securities Purchase, Loan and Security Agreement
Security Interest. (a) 3.1 As security for the prompt and complete payment when due (whether on the payment dates or performance, as otherwise) of all the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby Borrower grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Agent a security interest (the “Security Interest”) in all of Borrower’s right, title, and interest in and lien on all right, title or interest in or to any and all of the following assets and properties personal property whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles; (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Goods; and all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books other tangible and records pertaining to intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the Article 9 Collateralpossession or under the control of Agent; and
(xiii) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all supporting obligationsaccessions to, collateral substitutions and replacements for, and rents, profits and products of each of the foregoing.
3.2 Notwithstanding the broad grant of the security and guarantees given by any Person with respect to interest set forth in Section 3.1, above, nor anything else in any of the foregoing; provided that notwithstanding anything Loan Documents, the Collateral shall not include (a) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock of any Foreign Subsidiary (or of any holding company, substantially all the assets of which consist directly or indirectly of securities of one or more Foreign Subsidiaries) which shares entitle the holder thereof to vote for directors or any other matter, (b) any “intent to use” trademarks at all times prior to the contrary first use thereof, whether by the actual use thereof in this Agreementcommerce, this Agreement shall not constitute the recording of a grant statement of use with the United States Patent and Trademark Office or otherwise, (c) any permits, state or local franchises, charters, authorizations or licenses issued to any Borrower as the holder or licensee thereof, or any Operating Lease to which any Borrower is lessee thereof (and solely any equipment leased under such leases or another Operating Lease with the same lessor, if such Operating Lease so provides), or any other contracts or other agreements to which any Borrower is a party (including, without limitation, any Operating Lease with any of Manufacturer and Traders Trust Company, BB&T EFC Energy, LLC, ▇▇▇▇▇ Fargo Equipment Finance, Inc., Generate Capital, Inc. and PNC Energy Capital LLC or their respective Affiliates) and any equipment or other property subject thereto, now existing or entered into in the future, in each case only (x) to the extent and for so long as the terms of such permit, franchise, charter, authorization, license, lease, contract or other agreement effectively (after giving effect to Sections 9 406 through 9 409, inclusive, of the UCC in the applicable state (or any successor provision or provisions) or any other applicable laws) prohibits the creation by such Borrower of a security interest in such permit, license, lease, contract or other agreement or any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”).
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit equipment or other property subject thereto in favor of the Secured Parties at Agent or would result in an effective invalidation, termination or breach of the terms of any time such permit, license, lease, contract or other agreement (after giving effect to Sections 9 406 through 9 409, inclusive, of the UCC in the applicable state (or any successor provision or provisions) or any other applicable laws), in each case unless and until any required consents are obtained and (y) solely to the extent of the underlying obligations secured thereby; provided that if and when the prohibition which prevents the granting of a Lien is removed, terminated or otherwise becomes unenforceable as a matter of law (including, without limitation, the termination of any such security interest resulting from time to time to file the satisfaction of the obligations secured thereby), and notwithstanding any previous release of Lien provided by the Agent requested in any relevant jurisdiction any initial financing statements (including fixture filings) connection with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate such obligations, the Collateral as all assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detailwill be deemed to include, and at all times to have included, such permits, state or local franchises, charters, authorizations, licenses, leases, contracts or other agreements without further action or notice by any Person, (iid) contain [reserved], (e) any equipment securing purchase money indebtedness or Indebtedness relating to capital leases if the information required granting of a Lien to any third party is prohibited by Article 9 the agreement(s) setting forth the terms and conditions applicable to such Indebtedness, but only if such Indebtedness and the Liens securing the same are permitted by this Agreement, provided that if and when the prohibition which prevents the granting of a Lien in any such equipment is removed, terminated or otherwise becomes unenforceable as a matter of law (including, without limitation, the termination of any such security interest resulting from the satisfaction of the Uniform Commercial Code or Indebtedness secured thereby), and notwithstanding any previous release of Lien provided by the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) Agent requested 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(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 Grantor connection with respect to any such Indebtedness, the Collateral will be deemed to include, and at all times shall have included, such equipment without further action or arising out notice by any Person; and (f) any Deposit Accounts that constitute Project Restricted Accounts, but only so long as such Project Restricted Accounts are prohibited from being pledged to the Agent and Lenders pursuant to the applicable Operating Lease.
3.3 Agent agrees that the security interest granted in Section 3.1 shall continue until the Secured Obligations (other than contingent indemnification or reimbursement obligations that are not yet due and payable) have been paid in full and Lender has no further commitment or obligation hereunder or under the other Loan Documents to make any further Advances, at which time Agent shall promptly terminate the security interest and, at Borrower’s expense, take all actions reasonably requested by Borrower to evidence such termination, including the prompt return of the Article 9any possessory collateral held by Agent.
Appears in 2 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (Plug Power Inc)
Security Interest. (a) 4.1. As security for the payment or prompt performance, as the case may be, observance and payment in full of the all Obligations, including we hereby grant to you a continuing security interest in, a lien upon and a right of setoff against, and we hereby assign, transfer, pledge and set over to you the Guarantees, each Grantor hereby grants to the Collateral Agent, its successors and assigns, for the benefit following (which together with any of the Secured Parties, our other property in which you may at any time have a security interest or lien, whether pursuant to this Agreement or any supplement hereto, or otherwise, are herein collectively referred to as the "Collateral"): All present and future (a) accounts; (b) moneys, securities and other property and the “Security Interest”proceeds thereof, now or hereafter held or received by, or in transit to you from or for us, whether for safekeeping, pledge, custody, transmission, collection or otherwise, and all of our deposits (general or special), balances, sums and credits with you at any time existing; (c) in and lien on all of our right, title or interest in or to any and interest, and all of the following assets our rights, remedies, security and properties now owned or at any time hereafter acquired by such Grantor or liens, in, to and in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all respect of the foregoing Accounts and all supporting obligationsother Collateral, collateral security including, without limitation, rights of stoppage in transit, replevin, repossession and guarantees given by any Person with respect to any reclamation and other rights and remedies of the foregoing; provided that notwithstanding anything to the contrary in this Agreementan unpaid vendor, this Agreement shall not constitute a grant lienor or secured party, guaranties or other contracts of a security interest in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”).
(b) 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) suretyship with respect to the Article 9 Accounts, deposits or other security for the obligation of any Account Debtor, and credit and other insurance; (d) all of our right, title and interest in, to and in respect of all goods relating to, or which by sale have resulted in, Accounts including, without limitation, all goods described in invoices, documents, contracts or instruments with respect to, or otherwise representing or evidencing, any Accounts or other Collateral, including, without limitation, all returned, reclaimed or repossessed goods; (e) all deposit accounts; (f) all books, records, ledger cards, computer programs, and other property and general intangibles evidencing or relating to the Accounts and any other Collateral or any part thereof Account Debtor, together with the file cabinets or containers in which the foregoing are stored ("Records"); (g) all other general intangibles of every kind 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 detaildescription, including, without limitation, trade names and trademarks, and (ii) contain the information required by Article 9 goodwill of the Uniform Commercial Code business symbolized thereby, patents, copyrights, licensee and Federal, State and local tax refund claims of all kinds; and (h) all proceeds of the foregoing, in any form, including, without limitation, any claims against third parties for loss or damage to or destruction of any or all of the foregoing.
4.2. We shall keep and maintain, at our cost and expense, satisfactory and complete books and records of all Accounts, all payments received or credits granted thereon, and all other dealings therewith. At such times as you may request, we shall deliver to you all original documents evidencing the sale and delivery of goods or the analogous legislation performance of services which created any Accounts, including but not limited to all original contracts, orders, invoices, bills of lading, warehouse receipts, delivery tickets and shipping receipts, together with schedules describing the Accounts and/or written confirmatory assignments to you of each applicable jurisdiction for Account, in form and substance satisfactory to you and duly executed by us, together with such other information as you may request. In no event shall the filing making or the failure to make or the content of any financing statement schedule or amendment, including (A) whether such Grantor is an organization, assignment or our failure to comply with the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed provisions hereof be deemed or construed as a fixture filingwaiver, a sufficient description limitation or modification of the real property to which such Article 9 Collateral relates; providedyour security interest in, however, that the right lien upon and assignment of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agentor our representations, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent warranties or covenants under this Agreement or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9supplement hereto.
Appears in 2 contracts
Sources: Loan Agreement (Pny Technologies Inc), Loan Agreement (Pny Technologies Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all AccountsCopyrights;
(ii) all Chattel PaperPatents;
(iii) all Commercial Tort Claims listed on Schedule II heretoTrademarks;
(iv) all Deposit AccountsLicenses;
(v) all Documents;other Intellectual Property; and
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided . provided, however, that notwithstanding anything to any of the contrary other provisions herein (and notwithstanding any recording of the Collateral Agent’s Lien made in this Agreementthe U.S. Patent and Trademark Office, U.S. Copyright Office, or other IP registry office), this Agreement shall not constitute a grant of a security interest in any Excluded Asset property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or would result in the forfeiture of the Grantors’ rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the ▇▇▇▇▇▇ Act (which Excluded Assets15 U.S.C. 1051, for et seq.), to the avoidance extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of doubt, shall not constitute “Article 9 Collateral”)such Trademark application.
(b) 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 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do soGrantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor shall file on behalf of or the Grantors as debtors and the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunderAgent as secured party.
(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 Grantor with respect to or arising out of the Article 9Collateral.
Appears in 2 contracts
Sources: Intellectual Property Security Agreement (Freescale Semiconductor Holdings I, Ltd.), Intellectual Property Security Agreement (Freescale Semiconductor Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor Pledgor hereby grants assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all cash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vi) all General Intangibles;
(vii) all Instruments;
(viii) all Intellectual Property;
(ix) all Inventory;
(x) all Investment Property;
(xi) all Letter of Credit Rights;
(xii) all Commercial Tort Claims listed as described on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xiixiii) all books and records pertaining to the Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that notwithstanding anything .
(a) any vehicle covered by a certificate of title or ownership, (b) any assets 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(g) of the Credit Agreement, (c) any Letter of Credit Rights to the contrary extent any Pledgor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose, (d) any Equity Interests or debt securities excluded from the pledge made pursuant to Section 3.01 hereof (e) any Pledgor’s right, title or interest in this Agreementany license, this Agreement shall not contract or agreement to which such Pledgor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement, result in a breach of the terms of, or constitute a grant default under, any license, contract or agreement to which such Pledgor is a party (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-408 or 9-409 of the New York UCC or any other applicable law (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 or (f) any Excluded Asset 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 Credit Agreement, if the contract or other agreement in which such Lien is granted (which Excluded Assetsor 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 and, for in each case, such prohibition or requirement is permitted under the avoidance of doubt, shall not constitute “Article 9 Collateral”)Credit Agreement.
(b) Each Grantor Pledgor 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 (Ai) whether such Grantor Pledgor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and Pledgor, (Bii) 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; provided, however, relates and (iii) a description of collateral that describes such property in any other manner as the right Administrative Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral Agent to file financing statements hereunder shall not be construed granted under this Agreement, including describing such property as a duty to do so“all assets” or “all property”. Each Grantor Pledgor agrees to provide such information to the Collateral Administrative Agent promptly upon any reasonable request. Each Grantor shall The Administrative Agent is further authorized to file on behalf of with the Collateral Agent, United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured PartiesSecurity Interest granted by each Pledgor, without the signature of any financing statements in Pledgor, and naming any Pledgor or the relevant jurisdiction necessary to perfect Pledgors as debtors and the security interests in the Article 9 Collateral granted hereunderAdministrative Agent as secured party.
(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 Grantor Pledgor with respect to or arising out of the Article 99 Collateral.
Appears in 1 contract
Sources: Collateral Agreement (Hexion Specialty Chemicals, Inc.)
Security Interest. (a) As security for the indefeasible payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby pledges, hypothecates, assigns, charges, mortgages, delivers and transfers to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest (the “Security Interest”) in and lien on all right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel PaperAs-Extracted Collateral;
(iii) all Commercial Tort Claims listed on Schedule II heretoChattel Paper;
(iv) all cash, Money and Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General IntangiblesFixtures, including, but not limited to, the Pipeline Systems now owned or hereafter acquired or constructed by any Grantor;
(viii) all GoodsGeneral Intangibles;
(ix) all Instruments;
(x) all Intellectual Property;
(xi) all Inventory;
(xixii) all Investment Property;
(xiixiii) all books Letters of Credit and Letter-of-Credit Rights;
(xiv) all Software;
(xv) all Commercial Tort Claims with respect to the matters described on Schedule III as such Schedule may be supplemented from time to time;
(xvi) all other Goods not otherwise described above (except for any property specifically excluded from any clause of this section, and any property specifically excluded from any defined term used in any clause of this section);
(xvii) all books, correspondence, credit files, invoices, tapes, cords, computer runs, writings and records and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, or pertaining to any of the Article 9 CollateralProperty described in this Section 4.01(a); and
(xiiixviii) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products Products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything to . Notwithstanding the contrary in foregoing, (a) this Agreement, this Agreement Section 4.01 shall not constitute a grant of a security interest (but without limitation of the grant of security interest in any Excluded Asset (which Excluded Assetsthe Pledged Collateral pursuant to Section 3.01) in, for and the avoidance of doubt, shall not constitute term “Article 9 Collateral”).
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at ” shall not include, any time and from time to time to file in Excluded Assets or any relevant jurisdiction any initial financing statements (including fixture filings) with respect Property to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all assets of extent 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 (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case grant of a financing statement filed as a fixture filing, a sufficient description of the real property to which security interest in such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder Property shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(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 Grantor with respect to or arising out of the Article 9violate
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Summit Midstream Partners, LP)
Security Interest. (a) As security Although the parties intend (other than for the payment or performance, as the case may beU.S. federal tax purposes) that all Transactions hereunder be sales and purchases and not loans, in full of the Obligationsevent any such Transactions are deemed to be loans, including the Guaranteesand in any event, each Grantor Seller hereby grants pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of Buyers, as security for the Secured Partiesperformance by such Seller of its Obligations and hereby grants, assigns and pledges to Administrative Agent a fully perfected first priority security interest (the “Security Interest”) in and lien on all of such Seller’s right, title or and interest in or in, to any and all under each of the following assets and properties items of property, whether now owned or at any time hereafter acquired by such Grantor acquired, now existing or in which such Grantor now has or at any time in the future may acquire any righthereafter created and wherever located, title or interest (collectively, is hereinafter referred to as the “Article 9 CollateralPrimary Repurchase Assets”)::
(ia) all Accountsthe Note identified on the Asset Schedule;
(iib) all Chattel Paperrights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule;
(iiic) all Commercial Tort Claims listed on Schedule II heretorecords, instruments or other documentation evidencing any of the foregoing;
(ivd) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books “general intangibles”, “accounts”, “chattel paper”, “contracts”, “documents”, “goods”, “instruments”, “ deposit accounts”, “letter of credit rights”, “equipment”, “securities accounts”, “investment property”, “deposit accounts” and records pertaining to “money”, in each case as defined in the Article 9 Collateral; and
(xiii) Uniform Commercial Code, including to the extent not otherwise included, all Proceeds and products of relating to or constituting any and all of the foregoing (including all of each Seller’s rights, title and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assets, for and under the avoidance of doubt, shall not constitute “Article 9 Collateral”Base Indenture and the Series 2024-VF2 Indenture Supplement).
(b) 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 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 (A) whether such Grantor is an organization, the type of organization ; and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(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 Grantor with respect to or arising out of the Article 9
Appears in 1 contract
Sources: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all of such Grantor’s right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Filing Collateral”):
(i) the following (collectively, the “Account Collateral”):
(a) all Accountsdeposit accounts, securities accounts, proceeds accounts and all funds and financial assets from time to time credited thereto (including, without limitation, all cash equivalents), and all certificates and instruments, if any, from time to time representing or evidencing any such accounts;
(b) all promissory notes, certificates of deposit, checks and other instruments from time to time delivered to or otherwise possessed by the Administrative Agent for or on behalf of such Grantor in substitution for or in addition to any or all of the then existing Account Collateral; and
(c) all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Account Collateral;
(ii) all Chattel Paperequipment in all of its forms, including, without limitation, all machinery, tools, furniture and fixtures, and all parts thereof and all accessions thereto, including, without limitation, computer programs and supporting information that constitute equipment within the meaning of the UCC (any and all such property being the “Equipment”);
(iii) all Commercial Tort Claims listed on Schedule II heretoinventory in all of its forms, including, without limitation, (1) all raw materials, work in process, finished goods and materials used or consumed in the manufacture, production, preparation or shipping thereof, (2) goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind (including, without limitation, goods in which such Grantor has an interest or right as consignee) and (3) goods that are returned to or repossessed or stopped in transit by such Grantor), and all accessions thereto and products thereof and documents therefor, including, without limitation, computer programs and supporting information that constitute inventory within the meaning of the UCC (any and all such property being the “Inventory”);
(iv) all Deposit Accountsother Goods;
(v) all DocumentsIntellectual Property (the “IP Collateral”);
(vi) all Equipmentinvestment property (including, without limitation, all (A) securities, whether certificated or uncertificated, (B) security entitlements, (C) securities accounts, (D) commodity contracts and (E) commodity accounts) in which such Grantor has now, or acquires from time to time hereafter, any right, title or interest in any manner, and the certificates or instruments, if any, representing or evidencing such investment property, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such investment property and all warrants, rights or options issued thereon or with respect thereto;
(vii) all General IntangiblesLetter-of-Credit Rights;
(viii) all GoodsCommercial Tort Claims;
(ix) all Instrumentsaccounts (including, without limitation, health-care-insurance receivables), chattel paper (including, without limitation, tangible chattel paper and electronic chattel paper), instruments (including, without limitation, promissory notes), deposit accounts, letter-of-credit rights, general intangibles (including, without limitation, payment intangibles) and other obligations of any kind, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services and whether or not earned by performance, and all rights now or hereafter existing in and to all supporting obligations and in and to all security agreements, mortgages, Liens, leases, letters of credit and other contracts securing or otherwise relating to the foregoing property (any and all of such accounts, chattel paper, instruments, deposit accounts, letter-of-credit rights, general intangibles and other obligations, to the extent not referred to in clause (i) or (ii) of this Section 3.01 and Section 2.01, being the “Receivables,” and any and all such supporting obligations, security agreements, mortgages, Liens, leases, letters of credit and other contracts being the “Related Contracts”);
(x) each of the agreements to which such Grantor is now or may hereafter become a party, in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time, including, without limitation, (i) all Inventoryrights of such Grantor to receive moneys due and to become due thereunder or pursuant thereto, (ii) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect thereto, (iii) claims of such Grantor for damages arising out of or for breach of or default thereunder and (iv) the right of such Grantor to terminate such agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder (all such Collateral being the “Agreement Collateral”);
(xi) all Investment Propertybooks and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any of the Collateral;
(xii) all books and records pertaining to the Article 9 CollateralGeneral Intangibles; and
(xiii) all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the Collateral (including, without limitation, proceeds, collateral and Supporting Obligations that constitute property of the types described in clauses (i) through (xii) of this Section 3.01(a)) and, to the extent not otherwise included, all Proceeds and products (A) payments under insurance (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person loss or damage to or otherwise with respect to any of the foregoing; provided that notwithstanding anything to the contrary in this Agreementforegoing Collateral, this Agreement shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”).
(b) 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 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 (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(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 Grantor with respect to or arising out of the Article 9cash;
Appears in 1 contract
Sources: Collateral Agreement (Schiff Nutrition International, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the GuaranteesGuaranty, each Grantor hereby mortgages and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretoDocuments;
(iv) all Deposit AccountsEquipment and Fixtures;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viiivi) all Goods;
(ixvii) all Instruments;
(xviii) all Intellectual Property;
(ix) all Inventory;
(xix) all Investment Property;
(xiixi) all books and records pertaining to the Article 9 Collateral; and
(xiiixii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) motor vehicles and other assets subject to certificates of title, to the extent a Lien thereon cannot be perfected by the filing of a UCC financing statement, letter of credit rights to the extent a Lien thereon cannot be perfected by the filing of a UCC financing statement and commercial tort claims, (B) Excluded Equity, (C) any cash and cash equivalents, deposit accounts and securities accounts (including securities entitlements and related assets) (it being understood that this exclusion shall not affect the grant of the Security Interest in Proceeds of Collateral as set forth herein and all Proceeds of Collateral shall be Collateral hereunder), (D) any assets to the extent a security interest in such assets would result in adverse tax consequences as determined by Borrower, in consultation with (but without the consent of) the Administrative Agent, (E) any United States “intent-to-use” trademark application prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant, attachment or enforcement of a Security Interest hereunder would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law (“Excluded ITU Application”), (F) any asset with respect to which the Administrative Agent and the Borrower have reasonably agreed in writing that the costs of obtaining such a security interest or perfection thereof are excessive in relation to the value to the Secured Parties of the security to be afforded thereby, (G) assets for which a pledge thereof or a security interest therein is prohibited by applicable Laws, (H) any lease, license or other agreements, or any property subject to a purchase money security interest, Capitalized Lease Obligation or similar arrangements, in each case to the extent permitted under the Loan Documents, to the extent that a pledge thereof or a security interest therein would violate or invalidate such lease, license or agreement, purchase money, Capitalized Lease or similar arrangement, or create a right of termination in favor of any other party thereto (other than a Grantor) after giving effect to the applicable anti-assignment clauses of the Uniform Commercial Code and applicable Laws, other than the proceeds and receivables thereof the assignment of which is expressly deemed effective under applicable Laws notwithstanding such prohibition or (I) any Rollover Notes Restricted Property to the extent the grant of a security interest therein pursuant to the Collateral Documents to secure the Obligations and/or Guarantees would create an obligation to ▇▇▇▇▇ ▇ ▇▇▇▇ therein to secure any Rollover Notes (the items referred to in clauses (A) through (I) above being collectively referred to as the “Excluded Property”; provided, however, that “Excluded Property” shall not include any Proceeds, substitutions or replacements of any Excluded Asset Property referred to in clauses (A) through (I) unless such Proceeds, substitutions or replacements would independently constitute Excluded Property referred to in clauses (A) through (I)). 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 which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”)Administrative Agent reasonably determines to be material.
(b) 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 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 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number or incorporation number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(c) The Collateral Agent is further irrevocably authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office thereof) such documents as may be necessary or advisable for the purpose of perfecting or confirming the Security Interest granted by each Grantor, with notice to each, but without the signature of any, Grantor (only if such signature cannot reasonably be obtained by the Collateral Agent), and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.
(d) 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 Grantor with respect to or arising out of the Article 9
Appears in 1 contract
Sources: Security Agreement (Heinz H J Co)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor 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 and lien on all of such Grantor’s right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest interest, regardless of where located (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretoDeposit Accounts;
(iv) all Deposit AccountsDocuments;
(v) all DocumentsEquipment;
(vi) all EquipmentGeneral Intangibles, including all Intellectual Property and Licenses;
(vii) all General IntangiblesInstruments;
(viii) all GoodsInventory;
(ix) all InstrumentsGoods, including all Fixtures;
(x) all InventoryInvestment Property;
(xi) all Investment PropertyLetter-of-Credit Rights;
(xii) all books and records pertaining to the Article 9 Collateral;
(xiii) all Commercial Tort Claims now or hereafter listed on Schedule V; and
(xiiixiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligationsSupporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything in no event shall the Security Interest attach to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Asset (which Excluded AssetsAsset; provided, for the avoidance of doubthowever, shall not constitute “that Article 9 Collateral”Collateral shall include any Proceeds, substitutions or replacements of any of the foregoing (unless such Proceeds, substitutions or replacements would independently constitute an Excluded Asset).
(b) Each Grantor hereby irrevocably authorizes In addition, notwithstanding the Collateral Agent for foregoing provisions of Section 3.01(a), the benefit foregoing grant of a security interest shall not extend to, and 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 term “Article 9 Collateral” shall not include, FCC Licenses or State PUC Licenses to the Article 9 Collateral or extent (but only to the extent) it is unlawful to grant a security interest therein (but solely to the extent that 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 restriction shall be enforceable under applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relateslaw); provided, however, that notwithstanding the right foregoing or any provision of this Agreement or the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information Loan Documents to the Collateral Agent promptly upon contrary (including without limitation any reasonable request. Each Grantor provision of “Excluded Assets”), the foregoing grant of a security interest shall file on behalf of the Collateral Agentextend to, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in and the Article 9 Collateral granted hereunder.
shall include: (cA) The Security Interest is granted as security only all Proceeds and shall not subject the Collateral Agent right to receive all Proceeds of any FCC License or any other Secured Party toState PUC License, including those derived or arising from or in connection with the sale, assignment, transfer or transfer of control over such FCC Licenses or State PUC Licenses; (B) any way alter or modify, any obligation or liability and all Proceeds of any Grantor FCC Licenses or State PUC Licenses that are otherwise excluded, and (C) upon obtaining any required consent of the FCC or a State PUC with respect to any such otherwise excluded FCC Licenses or arising out State PUC Licenses, such FCC Licenses or State PUC Licenses as well as any and all Proceeds thereof that might theretofore have been excluded from such grant of a security interest and from the Article 9
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Telephone & Data Systems Inc /De/)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guaranteeseach Guaranty, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all GoodsInstruments;
(ix) all InstrumentsInventory;
(x) all InventoryInvestment Property;;
(xi) all Investment Property;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiiixii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) any Excluded Asset (which Excluded Securitization Assets, (B) motor vehicles and other assets subject to certificates of title, (C) more than 65% of the issued and outstanding voting Equity Interests of any material foreign subsidiary that is a direct or indirect subsidiary of Parent, (D) Equity Interests of any Person that is not a direct or indirect, wholly owned Subsidiary of Parent, (E) any asset with respect to which the Administrative Agent has confirmed in writing to the Borrower 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 Lenders, (F) Equity Interests of any foreign subsidiary that is not a material foreign subsidiary (as reasonably determined by the Administrative Agent), (G) Equity Interests of any subsidiary of a foreign subsidiary that is a direct or indirect subsidiary of Parent, and (H) any lease, license, contract or agreement to which any Grantor is a party or any of its rights or interests thereunder if and for so long as the avoidance grant of doubtsuch security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (ii) in a breach, default or termination pursuant to the terms thereof, other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity); provided however that the Collateral shall include such lease, license, contract or agreement (and such security interest shall attach) immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement that does not constitute “Article 9 Collateral”)result in any of the consequences specified in (i) or (ii) above; provided further that the exclusions referred to in clause (H) shall not include any Proceeds of any such lease, license, contract or agreement. 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 which the Administrative Agent reasonably determines to be material.
(b) 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 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(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 Grantor 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 Obligations, including the GuaranteesGuaranties, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all property;
(ii) all Accounts;
(iiiii) all Chattel Paper;
(iiiiv) all Commercial Tort Claims listed described on Schedule II III hereto;
(ivv) all Deposit Accounts;
(vvi) all Documents;
(vivii) all Equipment;
(viiviii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) motor vehicles and other assets subject to certificates of title, (B) any Excluded Asset 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 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, (C) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or any Equity Interests of any Subsidiary of a Foreign Subsidiary, (D) Equity Interests of any Person (other than the Borrower) that is not a direct or indirect wholly owned Material Subsidiary of the Borrower, (E) any asset (including Equity Interests) with respect to which Excluded Assetsthe Administrative Agent and the Borrower determine in their reasonable judgments that the costs or other consequences (including adverse tax consequences) of providing a security interest in such asset is excessive in view of the benefits to be obtained by the Secured Parties, or (F) any General Intangible, Investment Property or other 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 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 constitute “Article 9 Collateral”)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, lease, instrument, license or other document, the right to terminate its obligations thereunder; provided, however, that the limitation set forth in clause (F) 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 Uniform Commercial Code. 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 which the Administrative Agent reasonably determines to be material.
(b) 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 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 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(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 Grantor with respect to or arising out of the Article 9
Appears in 1 contract
Sources: Security Agreement (ReAble Therapeutics Finance LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) ), in and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest interest, but excluding any Excluded Collateral (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretoDocuments;
(iv) all Deposit AccountsEquipment;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ixvi) all Instruments;
(xvii) all Inventory;
(xiviii) all Investment Property;
(xiiix) all Letter-of-Credit Rights;
(x) all Commercial Tort Claims;
(xi) all books and records pertaining to the Article 9 Collateral; and
(xiiixii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”).
(b) 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 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 as being of an equal or lesser scope or with greater detaileffect, 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(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 Grantor with respect to or arising out of the Article 9and
Appears in 1 contract
Sources: First Lien Credit Agreement (Hawkeye Holdings, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Indenture Obligations, including the Guarantees, each Grantor hereby collaterally assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Notes Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Notes Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Papercash, Deposit Accounts and Securities Accounts;
(iii) all Commercial Tort Claims listed on Schedule II heretoChattel Paper;
(iv) all Deposit AccountsDocuments;
(v) all DocumentsEquipment;
(vi) all Equipment;
(vii) all General Intangibles;
(viiivii) all Goods;
(ixviii) all Instruments;
(xix) all Inventory;
(xix) all Investment Property;
(xi) all Commercial Tort Claims described on Schedule II;
(xii) all Receivables and Receivables Records;
(xiii) all Letter of Credit Rights;
(xiv) all property of such Grantor held by any Notes Secured Party, including all property of every description, in the custody of or in transit to such Notes Secured Party for any purpose, including safekeeping, collection or pledge, for the account of such Grantor or as to which such Grantor may have any right or power, including but not limited to cash;
(xv) all books and records pertaining to the Article 9 Collateral; and
(xiiixvi) to the extent not otherwise included, all Proceeds proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) motor vehicles and other assets subject to certificates of title, (B) Equity Interests of any Excluded Asset Subsidiary that is directly or indirectly owned by a CFC, (C) more than 65% of the issued and outstanding Voting Stock of each Subsidiary that is a CFC and that is directly held by the Company or by any Domestic Subsidiary of the Company, (D) Equity Interests in any Person (other than Wholly-Owned Subsidiaries) to the extent not permitted to be pledged by the terms of such Person’s organizational or joint venture documents, (E) any asset with respect to which Excluded Assetsthe First Priority Agent and the Company reasonably determine that the costs of obtaining such a security interest or perfection thereof are excessive in relation to the value of the security to be afforded thereby, for (F) assets (including interests in any partnership, joint venture or non Wholly-Owned Subsidiary of the avoidance Company) to the extent a pledge thereof or security interest therein is prohibited by applicable Law, regulation or agreements in effect on the date of doubtthis Agreement or the date of acquisition of such asset from a third party and containing enforceable anti-assignment clauses not overridden by the Uniform Commercial Code or other applicable Law, (G) any lease, license or other agreement or any property subject to a purchase money security interest or Capital Lease Obligation or similar arrangement which is permitted under the Indenture Documents to the extent that a grant of a security interest therein would violate or invalidate such lease, license, or agreement, purchase money security interest or Capital Lease Obligation or similar arrangement or create a right of termination in favor of any party thereto (other than a Grantor) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable Law, other than proceeds and receivables thereof the assignment of which is expressly deemed effective under applicable Law notwithstanding such prohibition, (H) Equity Interests of any Domestic Subsidiary whose only asset is the Equity Interests of Foreign Subsidiaries, (I) any real property with a fair market value of less than $1,000,000, (J) intercompany Indebtedness owed by any Subsidiary that is a CFC or is directly or indirectly owned by a CFC solely to the extent a pledge thereof could reasonably be expected to result in adverse tax consequences, (K) “intent-to-use” trademark or service ▇▇▇▇ applications or (L) the Equity Interests of any Grantor to the extent that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the SEC of separate financial statements of such Grantor, which financial statements are not then otherwise required to be filed with the SEC but only to the extent such separate financial statements of such Grantor have not been so filed with the SEC; provided, further, that to the extent that any Grantor grants a Lien on any asset or right described in clauses (A) through (K) to secure any Obligations under the Credit Agreement or any other First Priority Obligations (as it or any similarly defined term is defined in the Intercreditor Agreement), such Lien shall not constitute “Article 9 Collateral”)be granted on such asset or right to the Collateral Agent. Each Grantor shall, if requested to do so by the Collateral Agent, use commercially reasonable efforts to obtain consents in relation to such of the items otherwise excluded from the Collateral pursuant to clause (F) or (G) of the immediately preceding sentence. Notwithstanding anything to the contrary herein, immediately upon the ineffectiveness, lapse or termination of any restriction or condition set forth in this paragraph, the Collateral shall include, and the Company shall be deemed to have granted a security in, all relevant previously restricted or conditioned rights, interests or other assets, as the case may be, as if such restriction or condition had never been in effect.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Notes 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 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 whether now owned or hereafter acquired” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detaileffect, 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of also ratifies its authorization for the Collateral Agent, for the benefit of the Secured Parties, Agent to file in any relevant jurisdiction any initial financing statements in or amendments thereto with respect to the relevant jurisdiction necessary Collateral or any part thereof naming any Grantor as debtor or the Grantors as debtors and the Collateral Agent as secured party, if filed prior to perfect the security interests in the Article 9 Collateral granted hereunderdate hereof.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Notes Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby pledges to the Collateral Agent, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) ), in and lien on all right, title or interest in or to any and all of the following assets and properties property of such Grantor now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):), including:
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretocash and Deposit Accounts;
(iv) all Deposit AccountsDocuments;
(v) all DocumentsEquipment;
(vi) all EquipmentGeneral Intangibles, including all Intellectual Property and Licenses;
(vii) all General IntangiblesInstruments;
(viii) all GoodsInventory;
(ix) all InstrumentsInvestment Property;
(x) all InventoryLetter-of-Credit Rights;
(xi) all Investment PropertyCommercial Tort Claims described on Schedule IV;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided , however, that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute constitute, and the term Article 9 Collateral shall not include, a grant of a security interest in any Excluded Asset (which stock excluded from the definition of “Pledged Stock” or Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”).
(b) 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 Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as “all assets assets” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detaileffect, 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall also ratifies its authorization for the Collateral Agent to file on behalf in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. Each Grantor hereby further authorizes the Collateral Agent to execute and/or file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor (including without limitation the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement), naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party, and each Grantor agrees to execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request for purposes of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunderforegoing.
(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 Grantor with respect to or arising out of the Article 99 Collateral.
(d) [Reserved].
(e) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE RELATIVE RIGHTS AND REMEDIES OF THE COLLATERAL AGENT AND THE SECURED PARTIES HEREUNDER SHALL BE SUBJECT TO AND GOVERNED BY THE TERMS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS HEREOF AND THE TERMS OF THE INTERCREDITOR AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL CONTROL AT ANY TIME THE INTERCREDITOR AGREEMENT IS IN EFFECT.
(f) All rights of the Collateral Agent hereunder, the Security Interest in the Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (i) any lack of validity or enforceability of any provisions of each of the Term Loan Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Term Loan Agreement, any other Loan Document or any other agreement or instrument, (iii) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations or (iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement (other than a defense of payment or performance).
(g) Notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to, and the term “Article 9 Collateral” shall not include, any Excluded Assets.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Sportsman's Warehouse Holdings, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Term Loan Obligations, including each Loan Party hereby pledges to the GuaranteesCollateral Agent, each Grantor its permitted successors and assigns, for the benefit of the Term Loan Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Term Loan Secured Parties, a security interest (the “Security Interest”) in and lien on in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Loan Party or in which such Grantor Loan 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) all Commercial Tort Claims listed on Schedule II heretoDocuments;
(iv) all Deposit AccountsEquipment (including (A) the Satellites (including the Satellites commonly referred to as ▇▇-▇, ▇▇-▇, ▇▇-▇ and FM-4) and associated equipment (including all ground segment equipment for tracking, telemetry, control and monitoring of the Satellites located at any TT&C Station) and (B) all software embedded therein and used for tracking, telemetry, control and monitoring of the Satellites located at any TT&C Station);
(v) all DocumentsGoods, including Fixtures;
(vi) all EquipmentInstruments;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(viii) all Software and all other Intellectual Property;
(ix) all rights under or relating to the FCC Licenses, subject to the exclusion in clause (F) of the proviso below;
(x) all other General Intangibles (including any agreements relating to the Satellites or associated equipment referred to in clause (a)(iv) above (including any agreement for the construction or purchase of any Satellite, any agreement relating to the tracking, telemetry, control and monitoring of any Satellite, all rights to the geostationary position of any Satellite and any policy of insurance covering risk of loss or damage to any Satellite));
(xi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims specified on Schedule IV;
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoingforegoing and all Supporting Obligations relating thereto; provided that notwithstanding anything the Article 9 Collateral shall not include, (A) any Accounts Receivable, (B) any cash or Temporary Cash Investments, (C) subject to the contrary proviso set forth in this Agreementthe definition thereof, this Agreement shall any Excluded Satellite Collateral, (D) any Excluded Inventory, (E) the Excluded Equity Interests, (F) to the extent (but only to the extent) that at any time the Collateral Agent may not constitute a grant of validly possess a security interest in any Excluded Asset FCC License pursuant to the Communications Act of 1934, as amended, and the regulations promulgated thereunder, as in effect at such time, such FCC License, provided that the Article 9 Collateral does include, to the maximum extent permitted by law, all rights incident or appurtenant to such FCC License and the right to receive all proceeds derived from or in connection with the sale, assignment or transfer of such FCC Licenses and (which Excluded AssetsG) any General Intangibles arising under any license, contract or agreement (including any such contract or agreement for the avoidance construction or purchase of doubta Satellite) if and for so long as the grant of such security interest shall constitute or result in a breach or termination pursuant to the terms of, or a default under, such license, contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law or principles of equity), provided, however, that such security interest shall attach immediately at such time as the condition causing such breach, termination or default shall cease to be applicable and, to the extent severable, shall attach immediately to any portion of such license, contract or agreement that does not constitute “Article 9 Collateral”)result in any of the consequences specified this clause, including any Proceeds of such contract or agreement.
(b) Each Grantor Loan Party 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 the proper jurisdictions any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto and continuations thereof 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 (Ai) statements as to whether such Grantor Loan Party is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor Loan Party and (Bii) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor Loan Party agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of Loan Party also ratifies its authorization for the Collateral Agent, Agent to file in any proper jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured PartiesSecurity Interest granted by each Loan Party, without the signature of any financing statements in Loan Party, and naming any Loan Party or the relevant jurisdiction necessary to perfect Loan Parties as debtors and the security interests in the Article 9 Collateral granted hereunderAgent as secured party.
(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 Grantor Loan Party with respect to or arising out of the Article 99 Collateral (other than the duties expressly created hereunder).
Appears in 1 contract
Sources: Term Loan Guarantee and Collateral Agreement (Sirius Xm Radio 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 Grantor hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all of such Grantor’s right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretoDocuments;
(iv) all Deposit AccountsEquipment;
(v) all DocumentsGeneral Intangibles, including all Intellectual Property;
(vi) all EquipmentInstruments;
(vii) all General IntangiblesInventory;
(viii) all other Goods;
(ix) all InstrumentsInvestment Property;
(x) all InventoryLetter-of-Credit Rights;
(xi) all Investment PropertyCommercial Tort Claims specifically described on Schedule IV hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04(d);
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligationsSupporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything in no event shall the Security Interest attach to (A) any general intangible, instrument, software, permit, lease, license, contract, agreement, governmental approval or franchise, to which a Grantor is a party or any of its rights or interests thereunder if, to the contrary extent and for so long as the grant of such security interest shall constitute or result in this a breach of or a default under, or creates an enforceable right of termination in favor of any party (other than any Loan Party) to, such general intangible, instrument, software, permit, lease, license, contract, agreement, governmental approval or franchise (other than to the extent that any such term would be rendered ineffective, or is otherwise unenforceable, pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC or any other applicable Requirement of Law); provided that, to the extent severable, the Security Interest shall attach immediately to any portion of such general intangible, instrument, software, permit, lease, license, contract, agreement, governmental approval or franchise that does not result in any such breach, termination or default, including any Proceeds of such general intangible, instrument, software, permit, lease, license, contract, agreement, governmental approval or franchise; (B) any motor vehicle or other asset covered by a certificate of title or ownership, whether now owned or hereafter acquired, the perfection of which is excluded from the UCC in the relevant jurisdiction; (C) any asset owned by any Grantor that is subject to a Lien of the type permitted by Section 6.02(iv) of the Credit Agreement (whether or not incurred pursuant to such Section) or a Lien permitted by Section 6.02(xi) of the Credit Agreement, this Agreement shall not constitute a in each case if, to the extent and for so long as the grant of a Lien thereon hereunder to secure the Secured Obligations constitutes a breach of or a default under, or creates a right of termination in favor of any party (other than any Loan Party) to, any agreement pursuant to which such Lien has been created; provided that the Security Interest shall attach immediately to any such asset (x) at the time the provision of such agreement containing such restriction ceases to be in effect and (y) to the extent any such breach or default is not rendered ineffective by, or is otherwise unenforceable pursuant to the UCC or any other applicable Requirement of Law; (D) any asset owned by any Grantor with respect to which Borrower, with the written consent of the Administrative Agent (not to be unreasonably withheld or delayed), shall have provided to the Administrative Agent a certificate of a Financial Officer to the effect that, based on advice of outside counsel or tax advisors of national recognition, the creation of such security interest in such asset hereunder would result in adverse tax consequences to Holdings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries (other than on account of any Taxes payable in connection with filings, recordings, registrations, stampings and any similar acts in connection with the creation or perfection of the Liens granted hereunder) that shall have been determined by Borrower to be material to Holdings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries; (E) any asset owned by any Grantor if, to the extent and for so long as the grant of such security interest in such asset shall be prohibited by any applicable Requirements of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to the UCC or any other applicable Requirements of Law); provided that the Security Interest shall attach immediately to such asset at such time as such prohibition ceases to be in effect; (F) any asset owned by any Grantor that the Borrower and the Administrative Agent shall have agreed in writing to exclude from being Article 9 Collateral on account of the cost of creating a security interest in such asset hereunder (including any Excluded Asset adverse tax consequences to Holdings, any Intermediate Parent, the Borrower and the Subsidiaries resulting therefrom) being excessive in view of the benefits to be obtained by the Secured Parties therefrom; (which Excluded AssetsG) any intent-to-use trademark applications filed in the United States Patent and Trademark Office, pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. Section 1051, prior to the accepted filing of a “Statement of Use” and issuance of a “Certificate of Registration” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an accepted filing of an “Amendment to Allege Use” whereby such intent-to-use trademark application is converted to a “use in commerce” application pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act; (H) any leasehold interest in real property; (I) the deposit account listed on Schedule 6.02 of the Credit Agreement constituting cash collateral for the avoidance ▇▇▇▇▇ Fargo Note described (and as defined) on Schedule 6.01 of doubtthe Credit Agreement to the extent used solely for such purpose and not commingled with any other funds; and (J) the Excluded Equity Interests (it being understood that, to the extent the Security Interest shall not constitute have attached to any such asset as a result of clauses (A) through (J) above, the term “Article 9 Collateral”” shall not include any such asset); provided, however, that Article 9 Collateral shall include any Proceeds, substitutions or replacements of any of the foregoing (unless such Proceeds, substitutions or replacements would constitute property referred to in clauses (A) through (J)).
(b) Each 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 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 assets” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detaileffect, 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 (A) whether such Grantor is an organization, the type of organization and, if requiredavailable, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon any reasonable request. Each Grantor shall The Administrative Agent is further authorized to file on behalf of with the Collateral Agent, 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 benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured Parties, any financing statements Security Interest in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral consisting of Patents, Trademarks or Copyrights granted hereunderby each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest is and the security interest granted pursuant to Article II are granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9Collateral.
Appears in 1 contract
Sources: Collateral Agreement (Endurance International Group Holdings, Inc.)
Security Interest. (a) 3.1. As security for the prompt, complete and indefeasible payment when due (whether on the Payment Dates or performanceotherwise) of all the Secured Obligations, as the case may be, Borrower grants to Lender a security interest in full all of the ObligationsBorrower’s personal property now owned or hereafter acquired, including the Guarantees, each Grantor hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest following: (collectively, the “Article 9 Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (including Intellectual Property); (e) Accounts; (f) Inventory; (g) Investment Property; (h) Deposit Accounts; (i) all Accounts;
Cash; (iij) all Chattel Paper;
Goods and other tangible and intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located; and (iii) all Commercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiiik) to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all supporting obligationsaccessions to, collateral security substitutions and guarantees given by any Person with respect to any replacements for, and rents, profits and products of each of the foregoing; , provided that notwithstanding anything “Collateral” does not include (i) more than 65% of the issued and outstanding voting capital stock of any Subsidiary that is incorporated or organized in a jurisdiction other than the United States or any state or territory thereof or the District of Columbia or (ii) Intellectual Property (a) to the contrary in this Agreement, this Agreement shall not constitute a grant extent that the assignment of such Intellectual Property or the granting of a security interest therein is prohibited or requires the consent of any Person other than Borrower or an affiliate of Borrower under the terms of any agreement between Borrower and any Person other than an affiliate of Borrower, to the extent in either case that any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”).
such prohibition is enforceable under applicable law and (b) Each Grantor hereby irrevocably authorizes the Collateral Agent any “intent to use” Trademark applications for the benefit which a statement of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements use has not been filed (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto but only until such statement is filed), provided 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 (A) whether upon the cessation of such Grantor is an organizationprohibition, such Intellectual Property shall automatically become part of the type of organization and, if required, any organizational identification number issued to such Grantor Collateral and (B) in the case Collateral * Confidential treatment has been requested for this information and a copy of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to has been filed separately with the Collateral Agent promptly upon any reasonable requestSEC. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(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, case include any obligation or liability of any Grantor with respect to or proceeds arising out of the Article 9disposition (including the licensing) of any interest in the Intellectual Property.
3.2. As long as an Event of Default is not continuing, Lender will release its security interest in the Intellectual Property (but retain its security interest in any proceeds arising out of the disposition (including the licensing) of any interest in the Intellectual Property), upon delivery to Lender of evidence reasonably satisfactory to Lender that all of the following have occurred: (a) Borrowers receives gross proceeds after the Closing Date of at least $15,000,000 in the aggregate from the sale or issuance of their respective equity securities or an up-front payment from a strategic partnership transaction; (b) Borrowers receive any one of (i) the forecasted milestone payment from Myriad Genetics, Inc., (ii) the forecasted milestone payment from Adolor Corporation or (iii) *** and (c) a settlement agreement relating to the Maxim litigation has been executed by Epicept Corporation and the plaintiffs party thereto.
Appears in 1 contract
Security Interest. (a) As The Grantor does hereby transfer, convey, pledge, mortgage, hypothecate, assign and grant a first priority security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby grants interest to the Collateral Agent, its successors and assignsSecurity Trustee, for its benefit and the benefit of the Secured Parties, subject to no prior interests of any Person whatsoever except for a security interest (lessee under any Lease of the “Security Interest”) Asset, in and lien on all of such Grantor’s right, title or and interest in or and to any and all of the following assets and properties collateral, whether now owned existing #4821-3610-4420v6 or at any time hereafter created or acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Mortgage Collateral”):) attaching on the date of this Agreement:
(ia) all Accountsthe Asset;
(iib) all Chattel PaperParts, equipment, attachments, accessories, replacement and added Parts and components now or hereafter placed thereon, installed therein or attached thereto, whether or not any of such Parts, equipment, attachments, accessories, replacements or added parts or components may from time to time no longer be installed on the Asset [or on any component Engine thereof] or may be installed in any other aircraft or aircraft engine;
(iiic) the technical data, technical documents, manuals, log books and all Commercial Tort Claims listed on Schedule II heretoinspection, modification, overhaul, service, repair, maintenance, technical and other records that relate to the Asset and all the Grantor’s right, title and interest, present and future, therein and thereto and any sale or other transfer agreement relating to the Asset or any Assigned Lease, any lease assignments, novations or assumption agreements, relating to the Asset or any Assigned Lease, any acceptance certificate, and/or ▇▇▇▇ of sale relating to the Asset or any Assigned Lease, any guaranties, letters of credit or other credit support or collateral security relating to the Asset or any Assigned Lease, and any other certificate, instrument or agreement relating to the Asset or a lessee, user or lessor of the Asset (collectively, the “Asset Related Documents”);
(ivd) all Deposit Accountsproceeds from the sale or other disposition of, all proceeds of insurance due to the Grantor on, and all proceeds of the total or partial loss or physical destruction, confiscation, condemnation or requisition due to the Grantor with respect to, any of the equipment described in clauses (a), (b) and (c) above;
(ve) the Initial Lease and each other Lease of the Asset, whether or not owned by the Grantor, under which the Grantor is or may from time to time be the Lessor, together with any and all Asset Related Documents relating to such Initial Lease and each other Lease (any such Initial Lease and other Leases and Asset Related Documents being referred to individually as an “Assigned Lease” and collectively as the “Assigned Leases”), including without limitation, (A) all Documentsrights of the Grantor to all Lease Payments, however denominated, under such Assigned Leases, (B) all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty pursuant to or with respect to such Assigned Leases, (C) claims of the Grantor for damages arising out of or for breach or default under such Assigned Leases, (D) all rights of the Grantor to receive and any and all rights to amend, waive, modify and give notices, approvals and consents under such Assigned Leases, (E) all rights of the Grantor under any such Assigned Lease with respect to any sublease of any such Asset, (F) all rights of the Grantor to terminate any such Assigned Lease, whether arising under such Assigned Lease or by statute or at law or in equity, (G) all rights of the Grantor to #4821-3610-4420v6 possession of any Asset under an Assigned Lease and (H) all other rights and property of the Grantor included therein together with all payments, including without limitation all rent, damages, expenses, indemnities and other amounts due to the Grantor (or any Person claiming by, through or under the Grantor) thereunder;
(vif) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books rents, issues, profits, revenues and records pertaining other income of the property intended, subjected or required to be subjected to the Article 9 CollateralLien of this Agreement hereby, by the other Related Documents or by any supplement to this Agreement in form and substance satisfactory to the Security Trustee (a “Mortgage Supplement”), and all of the estate, right, title and interest of every nature whatsoever of the Grantor in and to the same and every part thereof; and
(xiiig) to the extent not otherwise includedall proceeds, all Proceeds and products of any and all of the foregoing and all supporting obligationshowsoever arising, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything to . BUT EXCLUDING, HOWEVER, the contrary in this AgreementExcluded Payments. TO HAVE AND TO HOLD the Mortgage Collateral unto the Security Trustee, this Agreement shall not constitute a grant of a and its successors and assigns, as security interest in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”)Secured Obligations.
(b) 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 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 (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(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 Grantor with respect to or arising out of the Article 9
Appears in 1 contract
Sources: Security Trust Agreement (Willis Lease Finance Corp)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby pledges to the Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel PaperBooks and Records;
(iii) all Commercial Tort Claims listed on Schedule II heretoChattel Paper;
(iv) all Commercial Tort Claims specified on Schedule IV;
(v) all Deposit Accounts;
(vvi) all Documents;
(vivii) all Equipment;
(vii) all General Intangibles;
(viii) all GoodsFinancial Assets;
(ix) all InstrumentsGeneral Intangibles (including any contract rights, any agreements relating to the construction or purchase of any satellite, any agreement relating to the tracking, telemetry, control and monitoring of any satellite, all rights to the geostationary position of any satellite and any policy of insurance covering risk of loss or damage to any satellite));
(x) all Goods, including Fixtures;
(xi) all Instruments;
(xii) all Inventory;
(xixiii) all Investment Property;
(xiixiv) all books Software and records pertaining all other Intellectual Property;
(xv) all rights under or relating to any FCC licenses, subject to the Article 9 Collateral; andexclusion in clause (C) of the proviso below;
(xiiixvi) all Letter-of-Credit Rights;
(xvii) all Money;
(xviii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoingforegoing and all Supporting Obligations relating thereto; and
(xix) to the extent not otherwise included above, all other personal property of each Grantor of any kind or description; provided that notwithstanding anything the Article 9 Collateral shall not include, (A) any assets of any Excluded Entity, (B) the Excluded Equity Interests or (C) to the contrary in this Agreement, this Agreement shall extent (but only to the extent) that at any time the Administrative Agent may not constitute a grant of validly possess a security interest in any Excluded Asset (which Excluded AssetsFCC license pursuant to the Communications Act of 1934, for as amended, and the avoidance of doubtregulations promulgated thereunder, shall not constitute “as in effect at such time, such FCC license, provided that the Article 9 Collateral”)Collateral does include, to the maximum extent permitted by law, all rights incident or appurtenant to such FCC license and the right to receive all proceeds derived from or in connection with the sale, assignment or transfer of such FCC licenses.
(b) Each 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 the proper jurisdictions any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto and continuations thereof 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 (Ai) statements as to whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (Bii) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, also ratifies its authorization for the benefit of the Secured Parties, Administrative Agent to file in any proper jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the relevant jurisdiction necessary to perfect purpose of perfecting, confirming, continuing, enforcing or protecting the security interests in Security Interest granted by each Loan Party, without the Article 9 Collateral granted hereundersignature of any Loan Party, and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 99 Collateral (other than the duties expressly created hereunder).
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Xm Investment LLC)
Security Interest. (a) As Subject to the terms of the Initial Acknowledgment Agreement and the Acknowledgment Agreements (as applicable), the Borrower hereby grants, pledges and assigns to the Administrative Agent (on behalf of and for the ratable benefit of each Secured Party) as security for the payment or performance, as and performance by the case may be, in full Borrower of the Obligations, including the Guarantees, each Grantor hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (in all of the “Security Interest”) in and lien on all Borrower’s right, title and interest in, to and under, in any case, whether now held or interest in hereafter acquired (i) all F▇▇▇▇▇ M▇▇ MSRs; (ii) all F▇▇▇▇▇▇ Mac MSRs; (iii) all G▇▇▇▇▇ M▇▇ MSRs; (iv) the Borrower’s rights (but not its obligations) under the Transaction Documents including without limitation, any rights to receive payments thereunder or any rights to any collateral thereunder whether now held or hereafter acquired, now existing or hereafter created; (v) all collateral however defined or described under the Transaction Documents to the extent not otherwise included above; (vi) all Related Security; (vii) [reserved]; (viii) all Records relating to and all proceeds of the following assets foregoing (collectively, (i)-(viii), the “MSR Collateral”), and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (ix) all Additional Collateral (collectively, the “Article 9 Borrower Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining ). Notwithstanding anything herein to the Article 9 contrary, the term “Borrower Collateral; and
(xiii) to ” shall not include, and the extent not otherwise includedgrant, all Proceeds pledge and products assignment of any and all of the foregoing and all supporting obligations, collateral a security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything to the contrary interest contained in this Agreement, this Agreement Section 2.17 shall not constitute a grant of include a security interest in any Excluded Asset Collateral.
(which Excluded Assetsb) Additionally, the Guarantor hereby grants, pledges and assigns to the Administrative Agent (on behalf of and for the ratable benefit of each Secured Party) as security for the payment and performance by the Borrower of the Obligations and the Guarantor of the Guaranteed Obligations, a security interest in all of the Guarantor’s right, title and interest in, to and under, in any case, whether now owned or hereafter acquired, all Additional Guarantor Collateral (together with the Borrower Collateral, the “Collateral”). For the avoidance of doubt, shall each grant, pledge, or assignment of the Collateral hereunder shall, subject to the rights of F▇▇▇▇▇▇ Mac under the Initial F▇▇▇▇▇▇ Mac Acknowledgment Agreement and the F▇▇▇▇▇▇ Mac Acknowledgment Agreement (as applicable), include all of the Borrower’s and Guarantor’s rights, but not constitute “Article 9 its obligations, with respect to such Collateral”).
(bc) The parties acknowledge that the Agencies have certain rights under the Initial Acknowledgment Agreement and Acknowledgment Agreements (as applicable), including the right to cause the Borrower to transfer servicing to a transferee servicer under certain circumstances as more particularly set forth therein. The transferee servicer shall have all the rights and remedies against the Borrower and the Collateral as set forth herein and under the UCC.
(d) [Reserved.]
(e) Each Grantor hereby irrevocably of the Borrower and the Guarantor will promptly, at its respective expense, execute and deliver such instruments, financing and continuation statements and documents and take such other actions as the Administrative Agent may reasonably request from time to time in order to perfect, protect, evidence, exercise and enforce the Administrative Agent’s and each Lender’s interests, rights and remedies under and with respect to the Transaction Documents, the Advances and the Assets. To the extent the Borrower or the Guarantor has filed or caused the filing of any document as provided above, the Borrower or the Guarantor, as applicable, shall deliver to the Administrative Agent file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing.
(f) If the Borrower fails to perform any of its Obligations, then the Administrative Agent may (but shall not be required to) perform or cause to be performed such Obligation, and the costs and expenses incurred by the Administrative Agent in connection therewith shall be payable by the Borrower. Without limiting the generality of the foregoing, if the Borrower fails to perform any of its Obligations, the Borrower authorizes the Collateral Agent for Administrative Agent, at the benefit option of the Secured Parties Administrative Agent and the expense of the Borrower, at any time and from time to time time, to file in any relevant jurisdiction any initial financing statements (take all actions and pay all amounts that the Administrative Agent reasonably deems necessary or appropriate to protect, enforce, preserve, insure, service, administer, manage, perform, maintain, safeguard, collect or realize on the Assets, including fixture filings) with respect the right to liquidate the Assets, and the Administrative Agent’s Liens and interests therein or thereon and to give effect 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 intent of the Uniform Commercial Code Transaction Documents. No Potential Event of Default or Event of Default shall be cured by the analogous legislation of each applicable jurisdiction for the filing payment or performance of any financing statement or amendment, including (A) whether such Grantor is an organization, Obligation by the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Administrative Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral AgentBorrower. The Administrative Agent may make any such payment in accordance with any b▇▇▇, for statement or estimate procured from the benefit appropriate public office or holder of the Secured Partiesclaim to be discharged without inquiry into the accuracy of such b▇▇▇, statement or estimate or into the validity of any financing statements tax assessment, sale, forfeiture, Tax Lien, title or claim except to the extent such payment is being contested in good faith by the relevant jurisdiction necessary to perfect the Borrower in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP.
(g) Upon termination of this Agreement, Administrative Agent shall release its security interests in the Article 9 Collateral granted hereunder.
(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 Grantor promptly file termination statements with respect to each financing statement filed pursuant to this Section 2.17 and take such other action as may reasonably be requested by the Borrower or arising out Guarantor to evidence such release. If evidence of filing such termination statements has not been delivered to the Article 9Borrower or Guarantor, as applicable, within ten (10) days of termination of this Agreement, the Administrative Agent hereby authorizes the Borrower or the Guarantor, as applicable, to file such termination statements.
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, including the Guarantees, each Grantor hereby pledges, assigns and grants to the Term Collateral Agent, its successors on behalf of and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all of its right, title or and interest in or in, to any and under all of the following assets property and properties other assets, whether now owned by or at any time owing to, or hereafter acquired by or arising in favor of, such Grantor or in Grantor, and regardless of where located (all of which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, are collectively referred to as the “Article 9 Collateral”):
(ia) all Accounts;
(iib) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper);
(iiic) all Commercial Tort Claims listed on Schedule II heretoIntellectual Property;
(ivd) all Documents;
(e) all Equipment;
(f) all Fixtures;
(g) all General Intangibles;
(h) all Goods;
(i) all Instruments;
(j) all Inventory;
(k) all Investment Property;
(l) all Letter-of-Credit Rights and Supporting Obligations;
(m) all Deposit Accounts;
(vn) all Documents[Reserved.];
(vio) all EquipmentCommercial Tort Claims as specified from time to time in Schedule IV hereto (as the same may be updated from time to time in accordance with the terms hereof);
(viip) all General Intangiblescash or other property deposited with the Term Collateral Agent or any Secured Party or any Affiliate of the Term Collateral Agent or any Secured Party or which the Term Collateral Agent, for its benefit and for the benefit of the other Secured Parties, or any Secured Party or such Affiliate is entitled to retain or otherwise possess as collateral pursuant to the provisions of this Agreement or the Credit Agreement;
(viiiq) all Goodsbooks, records, files, correspondence, computer programs, tapes, disks and related data processing software which contain information identifying or pertaining to any of the foregoing or any Account Debtor or showing the amounts thereof or payments thereon or otherwise necessary or helpful in the realization thereon or the collection thereof;
(ixr) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining to the Article 9 As-Extracted Collateral; and
(xiiis) to the extent not otherwise included, all Proceeds and products of any and all accessions to, substitutions for and replacements, products and cash and non-cash proceeds (including Stock Rights) of the foregoing (including any claims to any items referred to in this definition and any claims against third parties for loss of, damage to or destruction of any or all supporting obligations, collateral security and guarantees given by any Person of the Collateral or for proceeds payable under or unearned premiums with respect to any policies of insurance) in whatever form, including cash, negotiable instruments and other instruments for the foregoing; provided that notwithstanding payment of money, Chattel Paper, collateral agreements and other documents. Notwithstanding the foregoing or anything herein to the contrary contrary, in this Agreement, this Agreement no event shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”)” include or the Security Interest attach to any Excluded Collateral or Excluded Equity Interests.
(b) Each Grantor hereby irrevocably authorizes the Term 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) statements, with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate describe the collateral covered thereby in any manner that the Term Collateral Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Collateral granted under this Agreement, including indicating the Collateral as “all assets assets” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detaileffect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction UCC for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do soGrantor. Each Grantor agrees to provide such information to the Term Collateral Agent promptly upon any reasonable request. Each Grantor shall The Term Collateral Agent is further authorized to file on behalf of with the Collateral AgentUnited 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 benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured Parties, any financing statements Security Interest in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral consisting of Patents, Trademarks or Copyrights granted hereunderby each Grantor and naming any Grantor or the Grantors as debtors and the Term Collateral Agent as secured party.
(c) The Security Interest is and the security interest granted pursuant to Article II are granted as security only and shall not subject the Term Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9Collateral.
Appears in 1 contract
Sources: Term Collateral Agreement (Installed Building Products, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “"Security Interest”) "), in and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “"Article 9 Collateral”"):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretocash and Deposit Accounts;
(iv) all Deposit AccountsDocuments;
(v) all DocumentsEquipment;
(vi) all EquipmentFixtures;
(vii) all General Intangibles;
(viii) all GoodsInstruments;
(ix) all InstrumentsInventory;
(x) all Inventory;
(xi) all Investment Property;
(xi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims;
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided provided, however, that notwithstanding anything the Article 9 Collateral shall not include, and in no event shall the security interest granted under this Section 4.01 attach to (A) any lease, license, contract, property rights or agreement to which any Grantor is a party (or to any of its rights or interests thereunder) if the grant of such security interest would constitute or result in either (x) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (y) in a breach or termination pursuant to the contrary terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in this Agreementeach case, this Agreement shall not constitute a grant to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor's directors and officers liability insurance policies, or (C) any application for registration of a trademark filed with the United States Patent and Trademark Office on an intent-to-use basis until such time (if any) as a statement of use or amendment to allege use is filed, at which time such trademark shall automatically become part of the Collateral and subject to the security interest in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”)pledged.
(b) 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 Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as "all assets assets" of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detaileffect, 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, also ratifies its authorization for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(c) The Security Interest is granted as security only and shall not subject 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 other Secured Party to, successor office or any similar office in any way alter other country) such documents as may be necessary or modifyadvisable for the purpose of perfecting, any obligation confirming, continuing, enforcing or liability protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor with respect to or arising out of the Article 9Grantors as debtors and the Collateral Agent as secured party.
Appears in 1 contract
Security Interest. (a) As security Although the parties intend (other than for the payment or performance, as the case may beU.S. federal tax purposes) that all Transactions hereunder be sales and purchases and not loans, in full of the Obligationsevent any such Transactions are deemed to be loans, including the Guarantees, each Grantor hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assetsevent, for the avoidance of doubt, shall not constitute “Article 9 Collateral”).
(b) Each Grantor Seller hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time pledges 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 (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Administrative Agent, for the benefit of the Secured PartiesAdministrative Agent and the Buyers, as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Administrative Agent, for the benefit of the Administrative Agent and the Buyers, a fully perfected first priority security interest in all of Seller’s right, title and interest in, to and under all of its personal property and other assets, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Primary Repurchase Assets”), including the following:
(i) the Note identified on the Asset Schedule;
(ii) all rights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule;
(iii) all records, instruments or other documentation evidencing any financing statements of the foregoing;
(iv) all “general intangibles”, “accounts”, “chattel paper”, “contracts”, “documents”, “goods”, “instruments”, “ deposit accounts”, “letter of credit rights”, “equipment”, “securities accounts”, “investment property”, “deposit accounts” and “money”, in each case as defined in the relevant jurisdiction necessary Uniform Commercial Code, including to perfect the security interests in the Article 9 Collateral granted hereunder.
(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 Grantor with respect extent relating to or arising out constituting any and all of the Article 9foregoing (including all of Seller’s rights, title and interest in and under the Base Indenture and the Series 2024-MSRVF1 Indenture Supplement); and
Appears in 1 contract
Sources: Master Repurchase Agreement (PennyMac Financial Services, 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 its Obligations, including each Pledgor hereby assigns and pledges to the GuaranteesCollateral Agent, each Grantor 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 and lien on all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretocash and Deposit Accounts;
(iv) all Deposit AccountsDocuments;
(v) all DocumentsEquipment;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ixvii) all Instruments;
(xviii) all InventoryInventory and all other Goods not otherwise described above;
(xiix) all Investment Property;
(x) all Letter of Credit Rights;
(xi) all Commercial Tort Claims;
(xii) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that notwithstanding . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (a) any Excluded Asset vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired, (b) any Equity Interests in any Subsidiary of the Issuer, (c) any assets whether now owned or hereafter acquired, with respect to which Excluded Assetsthe Collateral and Guarantee Requirement (as such term is defined in the Credit Agreement) or the other paragraphs of Section 5.10 of the Credit Agreement as in effect on the date hereof would not be required to be satisfied by reason of Section 5.10(g) of the Credit Agreement if hereafter acquired, (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 avoidance extent, but only to the extent, that such a grant would, under the terms of doubtsuch 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 Collateral shall not constitute “Article 9 Collateral”)include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect 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 Grantor Pledgor 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 (Ai) whether such Grantor Pledgor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and Pledgor, (Bii) 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; provided, however, relates and (iii) a description of collateral that the right of describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to file financing statements hereunder shall not be construed ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as a duty to do so“all assets” or “all property”. Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall The Collateral Agent is further authorized to file on behalf with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such 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, without the signature of such Pledgor, and naming such Pledgor or the Pledgors as debtors and the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunderAgent as secured party.
(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 Grantor Pledgor with respect to or arising out of the Article 99 Collateral.
Appears in 1 contract
Security Interest. (a) As security for the payment or performanceand performance of all Obligations (including, as without limitation, the case may beCompany's Obligations hereunder), in full of the Obligations, including Bank shall have and the Guarantees, each Grantor Company hereby grants to the Collateral Agent, its successors and assigns, for the benefit Bank a continuing security interest in all property of the Secured PartiesCompany of every kind and description, a security interest (the “Security Interest”) in and lien on all righttangible or intangible, title whether now or interest in or to any and all of the following assets and properties hereafter existing, whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in acquired, and wherever located, including but not limited to the future may acquire any right, title or interest following (collectively, the “Article 9 "Collateral”):
"): all furniture, and similar property of the Company; all Accounts of the Company; all contract rights of the Company; all other rights of the Company, including, without limitation, amounts due from affiliates, tax refunds, and insurance proceeds; all interest of the Company in goods or services as to which an Account Receivable shall have arisen; all files, records (iincluding, without limitation, computer programs, tapes and related electronic data processing software) and writings of the Company or in which it has an interest in any way relating to the foregoing property; all Accounts;
goods, instruments, documents of title, policies and certificates of insurance, securities, chattel paper, deposits, cash or other property owned by the Company or in which it has an interest which are now or may hereafter be in the possession of the Bank or as to which the Bank may now or hereafter control possession by documents of title or otherwise; all general intangibles of the Company (ii) including, without limitation, all Chattel Paper;
patents, trademarks, trade names, service marks, copyrights and applications for any of the foregoing; all rights to use patents, trademarks, trade names, service marks, and copyrights of any person and all trade secrets, know how and other intellectual property rights (iii) all Commercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment collectively "Intellectual Property;
(xii) all books "); and records any rights of the Company to retrieval from third parties of electronically processed and recorded information pertaining to any of the Article 9 Collateraltypes of collateral referred to in this Section 7.1); and
(xiii) any other property of the Company, real or personal, tangible or intangible, in which the Bank now has or hereafter acquires a security interest or which is now or may hereafter be in the possession of the Bank; any sums at any time credited by or due from the Bank to the extent not otherwise includedCompany, all Proceeds including deposits; and proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement Bank shall not constitute a grant of be deemed to have a security interest in any Excluded Asset (which Excluded Assets, for technology license entered into by the avoidance of doubt, shall not constitute “Article 9 Collateral”).
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit Company and any third party other than an Affiliate or Subsidiary 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 Company prior to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate date hereof if the Collateral as all assets granting of such Grantor or words security interest by the Company would be a violation of similar effect as being such technology license. The provisions of an equal or lesser scope or with greater detail, and (ii) contain this Section 7.1 applicable to general intangibles consisting of Intellectual Property are supplemented by the information required by Article 9 provisions of the Uniform Commercial Code or Intellectual Property Security Agreement and any conflict between the analogous legislation provisions of each this Agreement as applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor general intangibles and (B) the Intellectual Property Security Agreement shall be resolved in the case favor of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunderAgreement.
(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 Grantor with respect to or arising out of the Article 9
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Hemasure Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby grants assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on in, all of its right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in in, to or under which such Grantor now has or at any time in the future hereafter may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel PaperDeposit Accounts and all cash credited thereto, including, without limitation, the Concentration Account and the Control Accounts and all cash credited thereto;
(iii) all Commercial Tort Claims listed on Schedule II heretoInventory;
(iv) all Deposit AccountsPayment Intangibles;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining to any and/or all of the Article 9 Collateral; and
(xiiivi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees obligations given by any Person with respect to any of the foregoing; provided that notwithstanding anything . Anything herein to the contrary notwithstanding, in no event shall the security interest granted under this Agreement, this Agreement Section 3.01 attach to and the term “Collateral” shall not include (A) any lease, license, contract, or agreement (or any of its rights or interests thereunder) if and to the extent that the grant of the security interest shall, after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law, require the consent of any other Person or constitute or result in (1) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (2) a grant breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement; (B) any lease, license, contract, or agreement (or any of its rights or interests thereunder) if and to the extent that any applicable law or regulation prohibits the creation of a security interest thereon (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity); (C) any Deposit Accounts specifically and exclusively used (1) for payroll, payroll taxes, workers’ compensation or unemployment compensation, pension benefits and other similar expenses to or for the benefit of any Grantor’s employees and accrued and unpaid employee compensation (including salaries, wages, benefits and expense reimbursements), (2) as zero balance deposit accounts, (3) for trust or fiduciary purposes in the ordinary course of business and (4) for all taxes required to be collected or withheld (including, without limitation, federal and state withholding taxes (including the employer’s share thereof), taxes owing to any governmental unit thereof, sales, use and excise taxes, customs duties, import duties and independent customs brokers’ charges) for which any Grantor may become liable; and (D) any interest of a Grantor in any Excluded Asset “Bank Property” (which Excluded Assetsas defined in that certain Amended and Restated Consumer Credit Card Program Agreement dated November 5, for 2009, by and between J. ▇. P▇▇▇▇▇ Corporation, Inc. and GE Money Bank (as in effect on the avoidance of doubtdate hereof, shall not constitute the “Article 9 CollateralGE Agreement”)).
(b) Each 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 by any description that reasonably approximates the description of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, Collateral contained in this Agreement 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do soGrantor. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(c) 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.
(d) 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 Grantor with respect to or arising out of the Article 9Collateral.
Appears in 1 contract
Sources: Credit Agreement (J C Penney Co Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the GuaranteesGuaranty, each Grantor (other than the Borrower) hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretoDocuments;
(iv) all Deposit AccountsEquipment;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viiivi) all Goods;
(ixvii) all Instruments;
(xviii) all Inventory;
(xiix) all Investment Property;
(xiix) all books and records pertaining to the Article 9 Collateral; and
(xiiixi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) motor vehicles and other assets subject to certificates of title, letter of credit rights and commercial tort claims, (B) any Excluded Asset (which Excluded Assets, for the avoidance Equity Interests in any Unrestricted Subsidiary or any Equity Interests of doubt, shall not constitute “Article 9 Collateral”).
(bany Restricted Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at Second Lien Credit Agreement if such Equity Interests are pledged as security for such Indebtedness or if and for so long as the terms of such Indebtedness prohibit the creation of any time and from time other lien on such Equity Interests, (C) Equity Interests of any Person to time to file in the extent that such Person is an Unrestricted Subsidiary or an Excluded Subsidiary, (D) any relevant jurisdiction any initial financing statements (including fixture filings) asset with respect to which the Article 9 Collateral Administrative Agent and the Borrower have agreed that the costs of obtaining such a security interest or any part perfection thereof and amendments thereto that (i) indicate are excessive in relation to 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 value to the information required by Article 9 Lenders of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued security to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(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 Grantor with respect to or arising out of the Article 9afforded thereby,
Appears in 1 contract
Sources: Second Lien Credit Agreement (SMART Technologies 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, including each Pledgor hereby assigns and pledges to the GuaranteesCollateral Agent, each Grantor 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 and lien on all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretocash and Deposit Accounts;
(iv) all Deposit AccountsDocuments;
(v) all DocumentsEquipment;
(vi) all EquipmentFixtures;
(vii) all General Intangibles, including, with respect to Intellectual Property, all claims for, and rights to ▇▇▇ for, past or future infringements, dilutions, misappropriations or other violations of any of the foregoing and all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments for past or future infringement, dilutions, misappropriations or other violations thereof;
(viii) all GoodsInstruments (other than the Pledged Collateral, which are pledged and governed by Article II);
(ix) all InstrumentsInventory and all other Goods not otherwise described above;
(x) all InventoryInvestment Property (other than the Pledged Collateral, which are governed by Article II);
(xi) all Investment PropertyLetter of Credit Rights;
(xii) all Commercial Tort Claims individually in excess of $5,000,000, as described on Schedule IV (as may be supplemented from time to time pursuant to Section 3.04);
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that notwithstanding . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assets, for and the avoidance of doubt, Article 9 Collateral shall not constitute “Article 9 Collateral”include), and the other provisions of the Credit Agreement and the other Loan Documents with respect to Collateral need not be satisfied with respect to, the Excluded Property.
(b) Each Grantor Pledgor 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 (and continutations) 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 (Ai) if required, whether such Grantor Pledgor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and Pledgor, (Bii) 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; provided, however, relates and (iii) a description of collateral that the right of describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to file financing statements hereunder shall not be construed ensure the perfection of the security interest in the Collateral granted under this Agreement, including describing such property as a duty to do so“all assets” or “all personal property” or words of similar effect. Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall The Collateral Agent is further authorized to file on behalf with the United States Patent and Trademark Office or United States Copyright Office the Notice of Grant of Security Interest in Intellectual Property substantially in the form attached hereto as Exhibit II and such other 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 Patents, Trademarks and Copyrights, without the signature of such Pledgor, and naming such Pledgor or the Pledgors as debtors and the Collateral AgentAgent 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 benefit purpose of perfecting the Secured Parties, Security Interest in any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunderof such Pledgor constituting Patents, Trademarks or Copyrights 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 Grantor Pledgor with respect to or arising out of the Article 9
Appears in 1 contract
Sources: Collateral Agreement (Cerence 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 Grantor hereby pledges, assigns and grants to the Term Collateral Agent, its successors on behalf of and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all of its right, title or and interest in or in, to any and under all of the following assets property and properties other assets, whether now owned by or at any time owing to, or hereafter acquired by or arising in favor of, such Grantor or in Grantor, and regardless of where located (all of which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, are collectively referred to as the “Article 9 Collateral”):
(ia) all Accounts;
(iib) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper);
(iiic) all Commercial Tort Claims listed on Schedule II heretoIntellectual Property;
(ivd) all Documents;
(e) all Equipment;
(f) all Fixtures;
(g) all General Intangibles;
(h) all Goods;
(i) all Instruments;
(j) all Inventory;
(k) all Investment Property;
(l) all Letter-of-Credit Rights and Supporting Obligations;
(m) all Deposit Accounts;
(vn) all DocumentsVehicles;
(vio) all EquipmentCommercial Tort Claims as specified from time to time in Schedule IV hereto (as the same may be updated from time to time in accordance with the terms hereof);
(viip) all General Intangiblescash or other property deposited with the Term Collateral Agent or any Secured Party or any Affiliate of the Term Collateral Agent or any Secured Party or which the Term Collateral Agent, for its benefit and for the benefit of the other Secured Parties, or any Secured Party or such Affiliate is entitled to retain or otherwise possess as collateral pursuant to the provisions of this Agreement or the Credit Agreement;
(viiiq) all Goodsbooks, records, files, correspondence, computer programs, tapes, disks and related data processing software which contain information identifying or pertaining to any of the foregoing or any Account Debtor or showing the amounts thereof or payments thereon or otherwise necessary or helpful in the realization thereon or the collection thereof;
(ixr) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining to the Article 9 As-Extracted Collateral; and
(xiiis) to the extent not otherwise included, all Proceeds and products of any and all accessions to, substitutions for and replacements, products and cash and non-cash proceeds (including Stock Rights) of the foregoing (including any claims to any items referred to in this definition and any claims against third parties for loss of, damage to or destruction of any or all supporting obligations, collateral security and guarantees given by any Person of the Collateral or for proceeds payable under or unearned premiums with respect to any policies of insurance) in whatever form, including cash, negotiable instruments and other instruments for the foregoing; provided that notwithstanding payment of money, Chattel Paper, collateral agreements and other documents. Notwithstanding the foregoing or anything herein to the contrary contrary, in this Agreement, this Agreement no event shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”)” include or the Security Interest attach to any Excluded Collateral.
(b) Each Grantor hereby irrevocably authorizes the Term 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) statements, with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate describe the collateral covered thereby in any manner that the Term Collateral Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Collateral granted under this Agreement, including indicating the Collateral as “all assets assets” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detaileffect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction UCC for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do soGrantor. Each Grantor agrees to provide such information to the Term Collateral Agent promptly upon any reasonable request. Each Grantor shall The Term Collateral Agent is further authorized to file on behalf of with the Collateral AgentUnited 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 benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured Parties, any financing statements Security Interest in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral consisting of Patents, Trademarks or Copyrights granted hereunderby each Grantor and naming any Grantor or the Grantors as debtors and the Term Collateral Agent as secured party.
(c) The Security Interest is and the security interest granted pursuant to Article II are granted as security only and shall not subject the Term Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9Collateral.
Appears in 1 contract
Sources: Term Collateral Agreement (Builders FirstSource, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby grants assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on in, all of its right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in in, to or under which such Grantor now has or at any time in the future hereafter may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel PaperDeposit Accounts and all cash credited thereto, including, without limitation, the Concentration Account and the Control Accounts and all cash credited thereto;
(iii) all Commercial Tort Claims listed on Schedule II heretoInventory;
(iv) all Deposit AccountsPayment Intangibles;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining to any and/or all of the Article 9 Collateral; and
(xiiivi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees obligations given by any Person with respect to any of the foregoing; provided that notwithstanding anything . Anything herein to the contrary notwithstanding, in no event shall the security interest granted under this Agreement, this Agreement Section 3.01 attach to and the term “Collateral” shall not include (A) any lease, license, contract, or agreement (or any of its rights or interests thereunder) if and to the extent that the grant of the security interest shall, after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law, require the consent of any other Person or constitute or result in (1) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (2) a grant breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement; (B) any lease, license, contract, or agreement (or any of its rights or interests thereunder) if and to the extent that any applicable law or regulation prohibits the creation of a security interest thereon (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity); (C) any Deposit Accounts specifically and exclusively used (1) for payroll, payroll taxes, workers’ compensation or unemployment compensation, pension benefits and other similar expenses to or for the benefit of any Grantor’s employees and accrued and unpaid employee compensation (including salaries, wages, benefits and expense reimbursements), (2) as zero balance deposit accounts, (3) for trust or fiduciary purposes in the ordinary course of business and (4) for all taxes required to be collected or withheld (including, without limitation, federal and state withholding taxes (including the employer’s share thereof), taxes owing to any governmental unit thereof, sales, use and excise taxes, customs duties, import duties and independent customs brokers’ charges) for which any Grantor may become liable; and (D) any interest of a Grantor in any Excluded Asset “Bank Property” (which Excluded Assetsas defined in that certain Amended and Restated Consumer Credit Card Program Agreement dated November 5, for 2009, by and between ▇. ▇. ▇▇▇▇▇▇ Corporation, Inc. and GE Money Bank (as in effect on the avoidance of doubtdate hereof, shall not constitute the “Article 9 CollateralGE Agreement”)).
(b) Each 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 by any description that reasonably approximates the description of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, Collateral contained in this Agreement 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do soGrantor. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(c) 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.
(d) 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 Grantor with respect to or arising out of the Article 9Collateral.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (J C Penney Co Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby grants assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) ), in and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretoContracts;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General IntangiblesFixtures;
(viii) all GoodsGeneral Intangibles;
(ix) all Instruments;
(x) all Intellectual Property;
(xi) all Inventory;
(xixii) all Investment Property;
(xiixiii) all Letters-of-Credit and Letter-of-Credit Rights;
(xiv) all Money;
(xv) all Commercial Tort Claims including, without limitation, the Commercial Tort Claims specified in the Perfection Certificate;
(xvi) all Pledged Collateral, Goods, insurance and other property not otherwise described above;
(xvii) all books and records pertaining to the Article 9 Collateral; and
(xiiixviii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security, supporting obligations, collateral security obligations and guarantees given by any Person person with respect to any of the foregoing; provided that notwithstanding anything . Notwithstanding the foregoing, the Article 9 Collateral shall not include any of the following assets now owned or hereafter acquired which would otherwise be included in the Article 9 Collateral: (a) assets sold to a person which is not a Grantor in compliance with the Credit Agreement, (b) assets owned by a Guarantor after the release of the guarantee of such Guarantor pursuant to Section 7.15, (c) assets subject to a Lien permitted by Sections 6.2(a), (c) and (i) of the Credit Agreement (but only to the contrary in this Agreement, this Agreement shall not constitute a extent and for so long as the grant of a security interest thereon would violate the documentation governing such Lien), (d) licenses, contracts and agreements which contain a valid and enforceable prohibition on the creation of a security interest therein so long as such prohibition remains in effect and is valid notwithstanding Sections 9-406, 9-407, 9-408 and 9-409 of the applicable Uniform Commercial Code, (e) vehicles, (f) Investment Property solely to the extent excluded by the proviso in Section 3.1(a), (g) real estate leasehold interests in real estate that is not used for manufacturing and (h) any Excluded Asset (which Excluded Assetsother asset, for if any, specifically identified from time to time by the avoidance Administrative Agent and the Borrower in writing in connection with the determination by the Administrative Agent pursuant to the last sentence of doubt, shall not constitute “Article 9 Collateral”)Section 5.9 of the Credit Agreement.
(b) Each 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 (Ai) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (Bii) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon any reasonable request. Each Grantor shall file on behalf authorizes the Administrative Agent to use the collateral description “all personal property” or words of the Collateral Agent, similar import in any such financing statements. Each Grantor also ratifies its authorization for the benefit of the Secured Parties, Administrative Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) or to file such documents as may be necessary or advisable for the relevant jurisdiction necessary to perfect purpose of perfecting, confirming, continuing, enforcing or protecting the security interests in Security Interest granted by each Grantor, without the Article 9 Collateral granted hereundersignature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 99 Collateral.
Appears in 1 contract
Sources: Credit Agreement (Knoll Inc)
Security Interest. The Grantor does hereby transfer, convey, pledge, mortgage, hypothecate, assign and grant a subordinated security interest to the Security Trustee, subject and subordinate in all respects only to the Lien of the Senior Secured Parties, if any, and subject to no other prior interests of any Person whatsoever except for a lessee under a Lease, in the following collateral (collectively, the “Mortgage Collateral”) attaching on the date of this Agreement:
a. each Aircraft;
b. all Parts, equipment, attachments, accessories, replacement and added Parts and components now or hereafter placed thereon, installed therein or attached thereto, whether or not any of such Parts, equipment, attachments, accessories, replacements or added parts or components may from time to time no longer be installed on any Aircraft or may be installed in any other aircraft;
c. all of the Grantor’s right, title and interest in the technical data, technical documents, manuals, log books and all inspection, modification, overhaul, service, repair, maintenance, technical and other records that relate to any Aircraft and all the Grantor’s right, title and interest, present and future, therein and thereto and any sale or other transfer agreement relating to any Aircraft, any acceptance certificate, and/or ▇▇▇▇ of sale relating to any Aircraft, any guaranties, letters of credit or other credit support relating to any Aircraft, and any other certificate, instrument or agreement relating to any Aircraft or a lessee, user or lessor of any Aircraft (collectively, the “Aircraft Documents”);
d. all proceeds from the sale or other disposition of, all proceeds of insurance due to the Grantor on, and all proceeds of any condemnation due to the Grantor with respect to, any of the equipment described in clauses (a), (b) As security for the payment or performanceand (c) above;
e. all rents, as the case may beissues, in full profits, revenues and other income of the Obligationsproperty intended, including the Guarantees, each Grantor hereby grants subjected or required to be subjected to the Lien of this Agreement hereby, by the other Transaction Documents or by any supplement to this Agreement in form and substance satisfactory to the Security Trustee, and all of the estate, right, title and interest of every nature whatsoever of the Grantor in and to the same and every part thereof; and
f. all proceeds, howsoever arising, of the foregoing. TO HAVE AND TO HOLD the Mortgage Collateral Agentunto the Security Trustee, and its successors and assigns, as security for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”)Obligations.
(b) 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 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 (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(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 Grantor with respect to or arising out of the Article 9
Appears in 1 contract
Sources: Term Loan Credit Agreement (International Lease Finance Corp)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the GuaranteesGuaranties, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Property;
(ii) all Accounts;
(iiiii) all Chattel Paper;
(iiiiv) all Commercial Tort Claims listed on Schedule II III hereto;
(ivv) all Deposit Accounts;
(vvi) all Documents;
(vivii) all Equipment;
(viiviii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) any Excluded Asset 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 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, (C) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (D) any asset with respect to which Excluded Assetsthe 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 in such asset is excessive in view of the benefits to be obtained by the Lenders, or (E) any General Intangible, Investment Property or other 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 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 constitute “Article 9 Collateral”)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, lease, instrument, license or other document, the right to terminate its obligations thereunder, 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 Uniform Commercial Code. 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 which the Administrative Agent reasonably determines to be material.
(b) 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 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(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 Grantor with respect to or arising out of the Article 99 Collateral.
Appears in 1 contract
Security Interest. In order to secure: (aA) As security for the prompt payment of the Rent and all of the other amounts from time to time outstanding with respect hereto and to each Schedule, and the performance and observance by Lessee of all of the provisions hereof and thereof and of all of the other Lease Documents; and (B) the prompt payment, performance and observance by Lessee of all other obligations of Lessee to Lessor under any other agreement or performanceinstrument, both now in existence and hereafter created (as the case same may bebe renewed, in full of the Obligationsextended or modified), including the Guarantees, each Grantor (without limitation) any other Master Lease Agreements and all Schedules now or hereafter executed pursuant thereto; Lessee hereby grants to the Collateral Agent, its successors and collaterally assigns, for the benefit of the Secured Partiesgrants, and conveys to Lessor, a first priority security interest (the “Security Interest”) in and lien on all of Lessee’s right, title or and interest in or and to any and all of the following assets (whether now existing or hereafter created, and properties now owned or at including any time hereafter acquired by such Grantor or in which such Grantor now has or at other collateral described on any time in the future may acquire any right, title or interest (rider hereto; collectively, the “Article 9 Collateral”; all terms used in this sentence but not otherwise defined in this Schedule or the Lease shall have meanings given in the UCC):
(i1) the Lessee’s Equipment financed hereunder (to the extent this Lease is construed as a security agreement), Equipment described in any Schedule or otherwise covered thereby (including all inventory, fixtures or other property comprising the Equipment), together with all related software (embedded therein or otherwise) and general intangibles, all additions, attachments, accessories and accessions thereto whether or not furnished or financed by the Lessor; (2) all Accounts;
subleases, chattel paper, accounts, accounts receivable, security deposits, medallions, general intangibles, deposit accounts, documents, other equipment, instruments, inventory, investment property, letter of credit rights and any supporting obligations related to any of the foregoing relating thereto, and any and all substitutions, replacements or exchanges for any such item of Equipment or other collateral, in each such case in which Lessee shall from time to time acquire an interest; (ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii3) all books and records pertaining to the Article 9 Collateralforegoing; and
(xiii4) all property of Lessee held by Lessor, including all property of every description, in the custody of or in transit to Lessor for any purpose, including safekeeping, collection or pledge, for the account of Lessee or as to which Lessee may have any right or power, including but not limited to cash and (5) to the extent not otherwise included, all Proceeds insurance, substitutions, replacements, exchanges, accessions, proceeds and products of any the foregoing, including without limitation, insurance proceeds. The collateral assignment, security interest and all lien granted herein shall survive the termination, cancellation or expiration of the foregoing Lease or a particular Schedule until such time as ▇▇▇▇▇▇’s obligations hereunder, thereunder and all supporting obligations, collateral security under the Lease Documents are fully and guarantees given by any Person with respect indefeasibly discharged. The conveyance contemplated hereby is solely for the purpose of granting to any of the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of Lessor a security interest in any Excluded Asset (the Equipment. All Equipment in which Excluded Assets, for an interest is conveyed hereby shall remain in the avoidance possession of doubt, shall not constitute “Article 9 Collateral”).
(b) 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 Lessee pursuant 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 detailLease, 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 (A) whether such Grantor unless prior written consent is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunderobtained from Lessor permitting otherwise.
(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 Grantor with respect to or arising out of the Article 9
Appears in 1 contract
Security Interest. To secure the Secured Obligations, each Debtor hereby grants to Secured Party a continuing security interest in, a general lien upon, and a right of set-off against, the following described Property of such Debtor:
(a) As security for the payment all now existing and hereafter acquired or performancearising Accounts, as the case may beGoods, in full General Intangibles, Payment Intangibles, Deposit Accounts, Securities Accounts, Chattel Paper (including, without limitation, Electronic Chattel Paper), Documents, Instruments, Software, Investment Property, letters of the Obligationscredit, Letter of Credit Rights, advices of credit, money, As-Extracted Collateral (including the GuaranteesAs-Extracted Collateral from each Debtor’s present and future operations, each Grantor hereby grants to the Collateral Agent, its successors and assigns, for the benefit regardless of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title whether such mineral or interest in or to any and all of the following assets and properties now gas interests are presently owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any rightDebtor), title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II hereto;
(iv) Claims, Equipment, Inventory, Fixtures and Supporting Obligations, together with all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of and Accessions to any and all of the foregoing and all supporting obligationsProceeds of any of the foregoing (including, collateral security without limitation, all insurance policies and guarantees given proceeds thereof);
(b) to the extent, if any, not included in clause (a) above, each Debtor’s present and future contracts, agreements, arrangements or understandings (i) for the sale, supply, provision or disposition of any natural gas, casinghead gas, all other hydrocarbons not defined as oil, carbon dioxide, and helium or other substances of a gaseous nature (“Gas”), oil or other minerals by such Debtor or any Person one or more of its agents, representatives, successors or assigns to any purchaser or acquirer thereof, and all products, replacements and proceeds thereof (including, without limitation, all Gas or oil sales contracts) and (ii) relating to the mining, drilling or recovery of any mineral, crude oil or gas reserves for the benefit of or on behalf of such Debtor or any of its agents, representatives, successors or assigns (including, without limitation, all contract mining, drilling or recovery agreements and arrangements), and all products and Proceeds thereof and payments thereunder, together with respect all products and Proceeds (including, without limitation, all insurance policies and proceeds) of and any Accessions to any of the foregoing; provided that notwithstanding anything ;
(c) to the contrary extent, if any, not included in this Agreementabove, this Agreement shall all Gas, oil and other minerals severed or extracted from the ground (specifically including all “As-Extracted Collateral” of each Debtor and all severed or extracted Gas purchased, acquired or obtained from other parties), and all Accounts, General Intangibles and products and Proceeds thereof or related thereto, regardless of whether any such Gas, oil or other minerals are in raw form or processed for sale;
(d) to the extent, if any, not constitute a grant included above, each and every other item of a security interest in any Excluded Asset personal Property and fixtures, whether now existing or hereafter arising or acquired, including, without limitation, all licenses, contracts and agreements (which Excluded Assetsincluding, without limitation, Commodity Hedge Agreements), and all collateral for the avoidance payment or performance of doubtany contract or agreement, shall not constitute “Article 9 Collateral”).together with all products and Proceeds (including all insurance policies and proceeds) and any Accessions to any of the foregoing;
(be) Each Grantor hereby irrevocably authorizes all present and future business records and information, including, without limitation, computer tapes and other storage media containing the Collateral Agent same and computer programs and software (including, without limitation, source code, object code and related manuals and documentation and all licenses to use such software) for the benefit accessing and manipulating such information; and
(f) any additional Property of the Secured Parties at any time and each 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 as security for the Secured Obligations or otherwise pursuant to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all assets terms 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 (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunderthis Security Agreement.
(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 Grantor with respect to or arising out of the Article 9
Appears in 1 contract
Security Interest. (a) As security for the payment or performanceSecured Obligations described in 3 hereof, as the case may beCompany hereby assigns, in full of the Obligations, including the Guarantees, each Grantor hereby pledges and grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Party a continuing security interest (the “Security Interest”) in and lien on and pledges and assigns for security purposes to the Secured Party, all of the Company's right, title and interest in and to all tangible and intangible personal property and fixtures, wherever located and whether now owned or existing or hereafter acquired or arising, together with any and all additions and accessions thereto and products and proceeds thereof (hereinafter referred to collectively as the "Collateral"), including, without limiting the generality of the foregoing, the following properties, assets and rights of the Company:
(a) all inventory (as defined in the UCC) in all of its forms, wherever located, now or hereafter existing, and (whether or not included in such definition) (i) all raw materials and work in process, finished goods, and materials used or consumed in the manufacture or production thereof, (ii) goods in which the Company has an interest in mass or a joint or other interest or right of any kind (including, without limitation, goods in which the Company has an interest or right as consignee), and (iii) goods which are returned to or repossessed by the Company, and all accessions thereto and products thereof and documents therefor (collectively referred to herein as "Inventory");
(b) all accounts, documents and contract rights of the Company (as each may be defined in the UCC), and (whether or not included in such definitions) all rights of the Company to payment for goods sold or leased or for services rendered, all accounts receivable of the Company, all obligations owing to the Company and evidenced by an instrument or chattel paper, all rights of the Company to payment under a contract not yet earned by performance and not evidenced by an instrument or chattel paper, all obligations owed to the Company of any kind or nature including all writings, if any, evidencing the same, including all instruments, drafts, acceptances and chattel paper, and all proceeds of any of the foregoing. There is further included within the term "Accounts" all right, title or and interest of the Company in or and to the Inventory which gave rise to any account (including the right of stoppage in transit), all guaranties of, and security and liens with respect to any account (collectively referred to herein as "Accounts");
(c) all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any rightfollowing, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not included in "Accounts": agreements with each manufacturer, vendor, sales agent, sales representative and each other Person pursuant to which the Company receives, maintains, sells, leases or otherwise includeddisposes of Inventory, including all Proceeds and products of any and all of agreements permitting the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”).
(b) 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 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 use of each applicable jurisdiction for the filing of any financing statement or amendmentsuch Person's name, including (A) whether such Grantor is an organizationlogo, the type of organization andtrademarks, if required, any organizational identification number issued to such Grantor trade names 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(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 Grantor with respect to or arising out of the Article 9advertising;
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Junior-Priority Obligations, including the Guarantees, each Grantor hereby grants assigns and pledges to the Junior-Priority Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Junior-Priority Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) ), in and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretoDocuments;
(iv) all Deposit AccountsEquipment;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ixvi) all Instruments;
(xvii) all Inventory;
(xiviii) all Investment Property;
(xiiix) all Letter-of-Credit Rights;
(x) all Commercial Tort Claims;
(xi) all books and records pertaining to the Article 9 Collateral; and
(xiiixii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing. Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, the following property and assets of the Grantors: (I) any General Intangible, Instrument, license, property right, permit or any other 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 will constitute or result in (x) the abandonment, invalidation or unenforceability of any right, title or interest of the Grantor therein, (y) a violation of a valid and enforceable restriction in respect of such General Intangible, Instrument, license, property right, permit or any other contract or agreement or other such rights (1) in favor of a third party or (2) under any law, regulation, permit, order or decree of any Governmental Authority or (z) a breach or termination (or result in any party thereto having the right to terminate) pursuant to the terms of, or a default under, such General Intangible, Instrument, license, property right, permit or any other 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, that such security interest will attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability or breach or termination, as the case may be, is remedied and, to the extent severable, any portion of such General Intangible, Instrument, license, property right, permit or any other contract or agreement that does not result in any of the consequences specified in the immediately preceding clause (x), (y) or (z), including any proceeds of such General Intangible, Instrument, license, property rights, permit or any other contract or agreement, will become Collateral immediately, (II) more than 65% of the outstanding voting Capital Stock in any Foreign Subsidiary of the Company; (III) any Capital Stock in any Non-Significant Subsidiary; (IV) any Capital Stock in any Permitted Syndication Subsidiary, any Securitization Subsidiary or any Permitted Joint Venture Subsidiary to the extent the pledge of the Capital Stock in such Subsidiary is prohibited by any applicable Contractual Obligation or requirement of law; (V) any vehicle or other asset subject to certificate of title; (VI) any asset that requires perfection through control agreements (including, to the extent required in the relevant jurisdiction for deposit accounts and investment property); (VII) any minority Capital Stock; (VIII) (A) with respect to any assets that would otherwise constitute Non-ABL Priority Collateral, any such assets with respect to which the Non-ABL Senior Collateral Agent reasonably determines that the cost of creating and/or perfecting a security interest therein is excessive in relation to the benefit to the Senior-Priority Secured Parties (other than the ABL Facility Secured Parties) or that the granting or perfection of a security interest therein would violate applicable law or regulation and (B) with respect to any assets that would otherwise constitute ABL Priority Collateral, any such assets with respect to which the ABL Collateral Agent reasonably determines that the cost of creating and/or perfecting a security interest therein is excessive in relation to the benefit to the ABL Facility Secured Parties or that the granting or perfection of a security interest therein would violate applicable law or regulation; (IX) any assets (other than any General Intangible, Instrument, license, property right, permit or any other contract or agreement) owned by any Grantor that are subject to (i) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or assets of any Person that becomes a Subsidiary after July 25, 2007 prior to the time such person becomes a Subsidiary, as the case may be; provided that notwithstanding anything (x) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, (y) such Lien does not apply to any other property or assets of Parent, the Company or any Subsidiary (other than affixed or incorporated into the property covered by such Lien) and (z) such Lien secures only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and any extensions, renewals, refinancings or replacements of such obligations; or (ii) Liens securing Indebtedness to finance the acquisition, construction or improvement of fixed or capital assets; provided that (x) such security interests are incurred, and the Indebtedness secured thereby is created, within 270 days after such acquisition, construction or improvement, and (y) such security interests do not apply to any other property or assets of the Company or any Subsidiary, except for accessions to the contrary property financed with the proceeds of such Indebtedness and the proceeds and the products thereof; provided that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender secured by a Lien incurred pursuant to this clause (ii), and in this Agreementthe case of each of clause (i) and (ii) above, this Agreement shall not constitute a only to the extent and for so long as such Lien exists and the terms of the Indebtedness or Obligations secured thereby prevent the grant of a security interest in such assets to secure Senior-Priority Obligations or Junior-Priority Obligations; (X) Excluded Stock Collateral but only to the extent that, and for so long as, the inclusion of such Excluded Stock Collateral as collateral for any Excluded Asset outstanding Senior-Priority Registered Debt Securities would have required the Company to file separate financial statements for any subsidiary with the SEC; and (which XI) any leasehold interest in real property (collectively, the “Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”).
(b) Each Grantor hereby irrevocably authorizes the Junior-Priority 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 assets” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detaileffect, 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Junior-Priority Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(c) Each Grantor also ratifies its authorization for the Junior-Priority Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the Restatement Effective Date.
(d) The Junior-Priority 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 Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Junior-Priority Collateral Agent as secured party.
(e) The Security Interest is granted as security only and shall not subject the Junior-Priority Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 99 Collateral.
Appears in 1 contract
Sources: Junior Priority Collateral Agreement (Community Health Systems Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretocash and Deposit Accounts;
(iv) all Deposit AccountsDocuments;
(v) all DocumentsEquipment;
(vi) all Equipment;
(vii) all General Intangibles;
(vii) all Instruments;
(viii) all GoodsInventory;
(ix) all InstrumentsInvestment Property;
(x) all InventoryLetter of Credit rights;
(xi) all Investment Propertycommercial tort claims against any Grantor (as identified on Schedule IV hereto);
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding Notwithstanding anything to the contrary in this Agreementcontained herein, the security interests granted under this Agreement shall not constitute extend to and the definition of Collateral and Article 9 Collateral shall not include any permit, lease, license, contract or instrument now or hereafter in effect of a Grantor if the grant of a security interest in such permit, lease, license, contract or instrument in a manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise materially and adversely alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided, however that (A) such security interest, to the extent severable, shall attach immediately to any Excluded Asset portion of such permit, lease, license, contract or instrument that does not result in any of the consequences specified above; and (which Excluded AssetsB) the foregoing exclusion shall not in any way limit, for impair or otherwise affect the avoidance Collateral Agent’s continuing liens upon rights or interests of doubtthe Grantors in or to (I) monies due or to become due in respect of such permit, lease, license, contract or instrument or (II) any and all proceeds from the sale, transfer, assignment, license, lease or other disposition of such permit, lease, license, contract or instrument (provided that this requirement shall not constitute “Article 9 Collateral”consent by the Collateral Agent or any Secured Party to any such sale, transfer, assignment, license, lease or other disposition that is prohibited by the Loan Documents).
(b) 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 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 detailPledgor, 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. The Collateral Agent hereby agrees that it shall not file any reasonable request“fixture filings” and the Grantors shall have no obligation to provide information required for any “fixture filings” except in respect of any fixtures associated with any Mortgaged Property. Each Grantor shall file on behalf of also ratifies its authorization for the Collateral AgentAgent 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 office or any similar office in any other country) such documents substantially in the form of Exhibit III, IV or V, as applicable, as may be necessary or advisable for the benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured PartiesSecurity Interest granted by each Grantor, without the signature of any financing statements in Grantor, and naming any Grantor or the relevant jurisdiction necessary to perfect Grantors as debtors and the security interests in the Article 9 Collateral granted hereunderAgent as secured party.
(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 Grantor with respect to or arising out of the Article 99 Collateral.
Appears in 1 contract
Security Interest. (a) 3.1 As security for the prompt, complete and indefeasible payment when due (whether on the payment dates or performance, as otherwise) of all the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby Borrower grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Lender a security interest (the “Security Interest”) in all of Borrower’s right, title, and interest in and lien on all right, title or interest in or to any and all of the following assets and properties personal property whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (except as described below); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Goods; and all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books other tangible and records pertaining to intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the Article 9 Collateralpossession or under the control of Lender; and
(xiii) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all supporting obligationsaccessions to, collateral security substitutions and guarantees given by any Person with respect to any replacements for, and rents, profits and products of each of the foregoing; provided that notwithstanding . Notwithstanding anything in this Agreement or any other Loan Document to the contrary contrary, in this Agreementno event shall the Collateral include, this Agreement and the Borrower shall not constitute a grant of be deemed to have granted a security interest in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”).
(b) 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 Article 9 Collateral or any part thereof and amendments thereto that in: (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 (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesIntellectual Property; provided, however, that the right Collateral shall include all Accounts and General Intangibles (other than Intellectual Property) 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”); (ii) equity interests in any Foreign Subsidiary in excess of 65% of the Collateral Agent voting equity interests of such Foreign Subsidiary; or (iii) any of the Borrower’s rights or interests in or under, any license, contract, permit, instrument, security or franchise to file financing statements hereunder shall not be construed as which the Borrower is a duty to do so. Each Grantor agrees to provide such information party or any of its rights or interests thereunder to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf 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 Collateral Agentterms of, for or constitute a default under, such license, contract, permit, instrument, security or franchise (other than to the benefit of extent that any such term would be rendered ineffective pursuant to the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent UCC or any other Secured Party toapplicable law (including the United States Bankruptcy Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or in any way alter or modify, any obligation or liability termination of any Grantor with respect such provision the Collateral shall include, and the Borrower shall be deemed to or arising out have granted a security interest in, all the rights and interests described in the foregoing clause (iii) as if such provision had never been in effect. Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral shall automatically, and effective as of the Article 9date of this Agreement, include the Intellectual Property to the extent necessary to permit perfection of Lender’s security interest in the Rights to Payment.
Appears in 1 contract
Sources: Loan and Security Agreement (Cell Therapeutics 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 Grantor hereby pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all AccountsCopyrights;
(ii) all Chattel PaperPatents;
(iii) all Commercial Tort Claims listed on Schedule II heretoTrademarks;
(iv) all Deposit AccountsLicenses;
(v) all Documents;other Intellectual Property; and
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Asset Intellectual Property of a Grantor arising under or evidenced by any contract, lease, instrument, license or other document if (which Excluded Assetsbut 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 Intellectual Property 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 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, license or other document, the right to terminate its obligations thereunder, provided, however, that the limitation set forth in this proviso above shall not constitute “Article 9 Collateral”)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 Uniform Commercial Code of any applicable jurisdiction. Notwithstanding any provision of this Agreement to the contrary, the Security Interest shall not include any application for a Trademark that would be deemed invalidated, canceled or abandoned due to the grant and/or enforcement of such Security Interest, including, without limitation, all United States Trademark applications that are based on an intent-to-use, unless and until such time that the grant and/or enforcement of the Security Interest will not affect the status or validity of such Trademark.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time (but the Collateral Agent shall not be required) 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do soGrantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. The Collateral Agent is further authorized (but the Collateral Agent shall not be required) to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) a short form intellectual property agreement in the form attached hereto as Exhibit II and such other documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party. Upon reasonable request. Each , each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary agrees to perfect the security interests in the Article 9 Collateral granted hereunderpromptly execute and deliver or otherwise authenticate such 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 Grantor with respect to or arising out of the Article 9Collateral.
Appears in 1 contract
Sources: Intellectual Property Security Agreement (West Corp)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the GuaranteesGuaranty, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretoDocuments;
(iv) all Deposit AccountsEquipment;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ixvi) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xiivii) all books and records pertaining to the Article 9 Collateral;
(viii) all Goods and Fixtures;
(ix) all Money and Deposit Accounts;
(x) all Commercial Tort Claims described on Schedule IV from time to time;
(xi) the Collateral Account, and all cash, securities and other investments deposited therein;
(xii) all Supporting Obligations;
(xiii) all Security Entitlements in any or all of the foregoing;
(xiv) all Intellectual Property Collateral;
(xv) all Inventory; and
(xiiixvi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that (i) this Agreement shall not constitute a grant of security interest in Intellectual Property to the extent that such a grant of a security interest would result in the forfeiture of the Grantor’s rights in such property, including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of any Grantor’s “intent to use,” 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 Trademark application shall be automatically subject to the security interest granted herein and deemed to be included in the Collateral and (ii) notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) motor vehicles and other assets subject to certificates of title, (B) the Equity Interests of Unrestricted Subsidiaries (until such time as any Unrestricted Subsidiary becomes a Restricted Subsidiary in accordance with the Credit Agreement, at which time, and without further action, this clause (ii)(B) shall no longer apply to the Equity Interests of such Subsidiary), (C) (1) more than 65% of the total combined voting power of all Equity Interests of any Foreign Subsidiary and (2) Equity Interests of any Subsidiary of a Foreign Subsidiary, (D) any specifically identified asset with respect to which the Collateral Agent has confirmed in writing to the Lead Borrower its determination (to be made in consultation with the Lead Borrower) that the burden or costs of providing a security interest in such asset or perfection thereof is excessive in view of the benefits to be obtained by the Lenders, (E) Equity Interests of a Person that is not a direct or indirect wholly owned Subsidiary of a Grantor to the extent prohibited by the terms of such Subsidiary’s Organizational Documents or any applicable law, (F) Equity Interests of Domestic Subsidiaries that are not Material Domestic subsidiaries of such Grantor, (G) Equity Interests of any Restricted Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(h) or 7.03(i) of the Credit Agreement if such Equity Interests are pledged as security for such Indebtedness, until such Indebtedness is repaid or becomes unsecured, and (H) any Margin Stock owned by such Grantor, (I) rights and assets of a Grantor arising under any agreement, contract, lease, instrument, license or other document if (but only to the extent that) the grant of a security interest therein would (1) constitute a violation of a valid
(1) Specified Government Accounts and Specified Government Receivables Deposit Accounts and (2) Excluded Asset Accounts and (which Excluded AssetsK) assets to the extent a security interest in such assets would result in material adverse tax consequences as reasonably determined by the Lead Borrower, for provided that the avoidance of doubt, limitation set forth in clause (K) above shall not constitute “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 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 to the extent that the assignment of such Proceeds is not prohibited. Each Grantor shall, if requested to do so by the Collateral Agent, use commercially reasonable efforts to obtain any such required consent that is reasonably obtainable with respect to Collateral which the Collateral Agent reasonably determines to be material. Notwithstanding the foregoing and anything in this Agreement to the contrary, the Collateral shall not include Equity Interests and other securities of a Subsidiary to the extent that the pledge of such Equity Interests or other securities results in the Lead Borrower or Holdings being required to file separate financial statements of such Subsidiary with the SEC (or any other governmental agency), but only to the extent necessary to not be subject to such requirement and only for so long as such requirement is in existence. In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation or another law, rule or regulation is adopted which would require) the filing with the SEC (or another governmental agency) of separate financial statements of any Subsidiary due to the fact that the Subsidiary’s Capital Stock or other securities secure any Secured Obligations, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be excluded from the Collateral”), but only to the extent necessary to not be subject to such requirement and only for so long as is required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the security interests in the Equity Interests or other securities that are so deemed to be excluded from the Collateral. In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted which would permit) such Subsidiary’s Equity Interests or other securities to secure the Secured Obligations 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 or other securities of such Subsidiary will automatically be deemed to no longer be excluded from the Collateral, but only to the extent necessary to not be subject to any such financial statement requirement.
(b) 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 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(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 Grantor with respect to or arising out of the Article 9
Appears in 1 contract
Sources: Security Agreement (Ahny-Iv LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each 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 and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretoDocuments;
(iv) all Deposit AccountsEquipment;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ixvi) all Instruments;
(xvii) all Inventory;
(xiviii) all Investment Property;
(xiiix) all Letter-of-Credit Rights;
(x) all Commercial Tort Claims;
(xi) all books and records pertaining to the Article 9 Collateral; and
(xiiixii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that notwithstanding . Notwithstanding anything herein to the contrary contrary, in this no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in any (I) General Intangible, Instrument, license, property right, permit or any other 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 (x) the abandonment, invalidation or unenforceability of any right, title or interest of the Grantor therein, (y) a violation of a valid and enforceable restriction in respect of such General Intangible, Instrument, license, property right, permit or any other contract or agreement or other such rights (1) in favor of a third party or (2) under any law, regulation, permit, order or decree of any Governmental Authority or (z) a breach or termination (or result in any party thereto having the right to terminate) pursuant to the terms of, or a default under, such General Intangible, Instrument, license, property right, permit or any other 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, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability or breach or termination, as the case may be, shall be remedied and, to the extent severable, shall attach immediately to any portion of such General Intangible, Instrument, license, property right, permit or any other contract or agreement that does not result in any of the consequences specified in the immediately preceding clause (x), (y) or (z) including, any proceeds of such General Intangible, Instrument, license, property rights, permit or any other contract or agreement; (II) more than 65% of the outstanding voting Equity Interests in any Foreign Subsidiary, (III) any Equity Interest in any Non-Significant Subsidiary, (IV) any Equity Interest in any Permitted Syndication Subsidiary, any Securitization Subsidiary or any Permitted Joint Venture Subsidiary to the extent the pledge of the Equity Interest in such Subsidiary is prohibited by any applicable Contractual Obligation or requirement of law, (V) any vehicle or other asset subject to certificate of title, (VI) any asset that requires perfection through control agreements (including, to the extent required in the relevant jurisdiction for deposit accounts and investment property), (VII) any minority Equity Interests, (VIII) any assets with respect to which the Collateral Agent shall reasonably determine that the cost of creating and/or perfecting a security interest therein is excessive in relation to the benefit to the Secured Parties or that the granting or perfection of a security interest therein would violate applicable law or regulation, (IX) any assets (other than any General Intangible, Instrument, license, property right, permit or any other contract or agreement) owned by any Grantor that are subject to a Lien permitted by Section 6.02(c) or (n) of the Credit Agreement, this Agreement shall not constitute a to the extent and for so long as such Lien exists and the terms of the Indebtedness or other obligations secured thereby prevent the grant of a security interest in such assets hereunder and (X) in the event that a registration statement with respect to any Excluded Asset Series of Pari Passu Debt Obligations has been filed with the SEC and is effective, solely with respect to such Series, any Equity Interests which, if part of the Collateral securing such Series, would require the Borrower to file separate financial statements for any Subsidiary with the SEC (which Excluded Assetsbut, for the avoidance of doubt, such Equity Interests shall not constitute “Article 9 Collateral”at all times continue to secure the Bank Loan Obligations and all other Series to the extent provided for in this Agreement).
(b) 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 Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets assets” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detaileffect, 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(c) 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 Restatement Effective Date. 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 Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.
(d) 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 Grantor with respect to or arising out of the Article 99 Collateral.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Community Health Systems 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 its Secured Obligations, including the Guarantees, each 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 and lien on all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretoMoney and Deposit Accounts;
(iv) all Deposit AccountsDocuments;
(v) all DocumentsEquipment;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ixvii) all Instruments;
(xviii) all InventoryInventory and all other Goods not otherwise described above;
(xiix) all Investment Property;
(x) all Intellectual Property;
(xi) all Commercial Tort Claims with respect to the matters described on Schedule III;
(xii) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Proceeds other personal property of such Grantor, whether tangible or intangible, and all accessions to, substitutions and replacements for, and all proceeds, Supporting Obligations and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided provided, however, that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in in, and the term Article 9 Collateral shall not include, any Excluded Asset (which Property. Notwithstanding anything to the contrary in this Agreement or in the Indenture, no property of any Grantor shall constitute Excluded AssetsProperty, for or otherwise be excluded from the avoidance definition of doubt, shall not constitute “Pledged Collateral or Article 9 Collateral”), if such property constitutes collateral security obligations of such Grantor under any First Lien Priority Indebtedness or any Second Lien Priority Indebtedness.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time time, and irrevocably agrees to file or cause to be filed, 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 (Ai) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and Grantor, (Bii) 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; provided, however, relates and (iii) a description of collateral that describes such property in any other manner as is necessary or advisable to ensure the right perfection of the security interest in the Article 9 Collateral Agent to file financing statements hereunder shall not be construed granted under this Agreement, including describing such property as a duty to do so“all assets, whether now owned or hereafter acquired” or “all property, whether now owned or hereafter acquired” or using words of similar import. Each Grantor agrees to provide such information promptly to the Collateral Agent promptly upon any reasonable requestcopies of all such filings. Each Grantor shall file on behalf of further authorizes the Collateral AgentAgent to file, and itself agrees to file or cause to be filed, with the United States Patent and Trademark Office or United States Copyright Office such documents as may be reasonably necessary or advisable for the benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured PartiesSecurity Interest granted by each Grantor, any financing statements in without the relevant jurisdiction necessary to perfect signature of such Grantor, and naming such Grantor or the security interests in Grantors as debtors and the Article 9 Collateral granted hereunderAgent as secured party.
(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 Grantor with respect to or arising out of the Article 9
Appears in 1 contract
Sources: Collateral Agreement (Anywhere Real Estate Group LLC)
Security Interest. (a) 3.1 As security for the prompt and complete payment when due (whether on the payment dates or performance, as otherwise) of all the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby Borrower grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Agent a security interest (the “Security Interest”) in and lien on all of Borrower’s right, title or 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 Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles; (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Goods; and all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all books other tangible and records pertaining to intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrowers’ property in the Article 9 Collateralpossession or under the control of Agent; and
(xiii) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all supporting obligationsaccessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing.
3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, to the extent excluded from the collateral security pursuant to every Qualified Inventory Financing, the Collateral shall not include (a) more than 65% of the presently existing and guarantees given hereafter arising issued and outstanding shares of capital stock owned by a Borrower of any Person Foreign Subsidiary (other than an Eligible Foreign Subsidiary) which shares entitle the holder thereof to vote for directors or any other matter, and (b) nonassignable licenses or contracts, which by their terms or applicable law 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 lapse of such prohibition or such consent being provided with respect to any of the foregoing; provided that notwithstanding anything to the contrary in this Agreementlicense or contract, this Agreement such license or contract shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”).
(b) 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 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 (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) 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 Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunderCollateral.
(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 Grantor 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, including the GuaranteesGuaranty, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretoDocuments;
(iv) all Deposit AccountsEquipment;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ixvi) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xiivii) all books and records pertaining to the Article 9 Collateral;
(viii) all Goods and Fixtures;
(ix) all Money and Deposit Accounts;
(x) all Commercial Tort Claims described on Schedule III from time to time;
(xi) the Collateral Account, and all cash, securities and other investments deposited therein;
(xii) all Supporting Obligations;
(xiii) all Security Entitlements in any or all of the foregoing;
(xiv) all Intellectual Property;
(xv) all Inventory; and
(xiiixvi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that (i) this Agreement shall not constitute a grant of security interest in Intellectual Property to the extent that such a grant of a security interest would result in the forfeiture of the Grantor’s rights in such property, including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of any Grantor’s “intent to use,” 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 Trademark application shall be automatically subject to the security interest granted herein and deemed to be included in the Collateral and (ii) notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) motor vehicles and other assets subject to certificates of title, (B) the Equity Interests of Unrestricted Subsidiaries (until such time as any Excluded Asset Unrestricted Subsidiary becomes a Restricted Subsidiary in accordance with the New Term Credit Agreement, the Indenture and any other Term Debt Document, at which time, and without further action, this clause (ii)(B) shall no longer apply to the Equity Interests of such Subsidiary), (C) (1) more than 65% of the total combined voting power of all Equity Interests of any Foreign Subsidiary and (2) Equity Interests of any Subsidiary of a Foreign Subsidiary, (D) any specifically identified asset with respect to which Excluded Assetsthe Collateral Agent has confirmed in writing to the Borrower its determination (to be made in consultation with the Borrower) that the burden or 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, (E) Equity Interests of a Person that is not a direct or indirect wholly owned Subsidiary of a Grantor to the extent prohibited by the terms of such Subsidiary’s Organizational Documents or any applicable law, (F) Equity Interests of Domestic Subsidiaries that are not Material Domestic Subsidiaries of such Grantor, (G) Equity Interests of any Restricted Subsidiary acquired pursuant to a permitted acquisition financed with Indebtedness permitted to be secured under the New Term Credit Agreement, the Indenture and any other Term Debt Document if such Equity Interests are pledged as security for such Indebtedness, until such Indebtedness is repaid or becomes unsecured, (H) any Margin Stock owned by such Grantor, (I) rights and assets of a Grantor arising under any agreement, contract, lease, instrument, license or other document if (but only to the extent that) the grant of a security interest therein would (1) constitute a violation of a valid and enforceable restriction in respect of 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 are not negative pledges or similar undertakings in favor of a lender or other financial counterparty) or (2) expressly give any other party (other than a Grantor) in respect of any such agreement, contract, lease, instrument, license or other document, the right to terminate or to effect the abandonment, cancellation, acceleration, invalidation or unenforceability of any right, title or interest of any Grantor therein its obligations thereunder, or to effect a modification of such agreement, contract, lease, instrument, license or other document resulting in a material adverse change to the terms thereof for such Grantor, (J)(1) Specified Government Accounts and Specified Government Receivables Deposit Accounts and (2) Excluded Accounts, (K) assets to the extent a security interest in such assets would result in material adverse tax consequences as reasonably determined by the Borrower and (L) any property of Holdings other than its right, title and interest in and to the Equity Interests of the Borrower and all Proceeds and products related thereto, provided that the limitation set forth in clause (I) above shall not constitute “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 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 to the extent that the assignment of such Proceeds is not prohibited. Each Grantor shall, if requested to do so by the Collateral Agent, use commercially reasonable efforts to obtain any such required consent that is reasonably obtainable with respect to Collateral which the Collateral Agent reasonably determines to be material. Notwithstanding the foregoing and anything in this Agreement to the contrary, the Collateral shall not include Equity Interests and other securities of a Subsidiary to the extent that the pledge of such Equity Interests or other securities results in the Borrower or Holdings being required to file separate financial statements of such Subsidiary with the SEC (or any other governmental agency), but only to the extent necessary to not be subject to such requirement and only for so long as such requirement is in existence. In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation or another law, rule or regulation is adopted which would require) the filing with the SEC (or another governmental agency) of separate financial statements of any Subsidiary due to the fact that the Subsidiary’s Equity Interests or other securities secure any Secured Obligations, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be excluded from the Collateral”), but only to the extent necessary to not be subject to such requirement and only for so long as is required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the security interests in the Equity Interests or other securities that are so deemed to be excluded from the Collateral. In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted which would permit) such Subsidiary’s Equity Interests or other securities to secure the Secured Obligations 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 or other securities of such Subsidiary will automatically be deemed to no longer be excluded from the Collateral, but only to the extent necessary to not be subject to any such financial statement requirement.
(b) 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 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, 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(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 Grantor 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 Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”"SECURITY INTEREST") in and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”"SECURITY AGREEMENT COLLATERAL"):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretoDeposit Accounts;
(iv) all Deposit AccountsDocuments;
(v) all DocumentsEquipment;
(vi) all Equipment;
(vii) all General Intangibles;
(vii) all Instruments;
(viii) all GoodsInventory;
(ix) all InstrumentsInvestment Property;
(x) all InventoryLetter-of-credit rights;
(xi) all Investment PropertyAssigned Contracts;
(xii) all books and records pertaining to the Article 9 Security Agreement Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided . PROVIDED, HOWEVER, that notwithstanding anything to any of the contrary other provisions set forth in this AgreementArticle IV, this Agreement shall not constitute a grant of a security interest (A) in any Excluded Asset asset listed on Schedule IV and (which Excluded AssetsB) in any Security Agreement Collateral that on the Effective Date is not material or that is acquired after the Effective Date, in each case to the extent that such grant of a security interest is prohibited by applicable law, requires a consent not obtained of any Governmental Authority pursuant to applicable law, or is prohibited by, constitutes a breach or a default under, results in or would permit the termination of, or requires any consent (other than of any Grantor) not obtained under, any contract, license, agreement, instrument, indenture, permit or other document, in each case evidencing or giving rise to such Security Agreement Collateral or, in the case of any Investment Property, Equity Interests in any Joint Venture, or Pledged Debt Securities, any applicable shareholder or similar agreement, except to the extent that such requirement of law or the term in such contract, license, agreement, instrument, indenture, permit or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law; PROVIDED further that the avoidance of doubt, foregoing limitation shall not constitute “Article 9 Collateral”)affect, limit, restrict or impair the grant by such Grantor of a security interest pursuant to this Agreement in any receivable or any money or other amounts due or to become due under any such contract, license, agreement, instrument, indenture, permit or other document or in the Proceeds from the sale or disposition of any such contract, license, agreement, instrument, indenture, permit or other document.
(b) 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 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 (Aa) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (Bb) in the case of a financing statement filed as a fixture filingfiling or covering Security Agreement 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 Security Agreement Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such filings and other documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor shall file on behalf of or the Grantors as debtors and the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunderAgent as secured party.
(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 Grantor with respect to or arising out of the Article 9Security Agreement Collateral.
Appears in 1 contract
Sources: Collateral and Guaranty Agreement (Salt Holdings Corp)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Collateral Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “"Security Interest”") in and lien on in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “"Article 9 Collateral”"):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretoDeposit Accounts;
(iv) all Deposit AccountsDocuments;
(v) all DocumentsEquipment;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ixvii) all Instruments;
(xviii) all Inventory;
(xiix) all Investment Property;
(x) Letter-of-Credit rights;
(xi) commercial tort claim filed by the Company pursuant to that certain lawsuit filed in the United States District Court for the Southern District of Texas, Galveston Division, International Wire Group, Inc. vs. National Union Fire Insurance Company of Pittsburgh, PA; AIG Technical Services, Inc; Beirne, Maynard & Parsons, L.L.P., Brit T. Brown and ▇▇▇▇▇▇ ▇. ▇▇▇▇hy, ▇▇▇▇ ▇o. G03-233;
(xii) all books and records pertaining ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇taining to the Article 9 Collateral; and;
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything and
(xiv) all cash or cash equivalents received by the Trustee or the Collateral Agent on behalf of the Trustee pursuant to Article 12 of the Indenture. Notwithstanding the foregoing, "Collateral" shall not include any Grantor's right, title or interest in the cash collateral securing certain letters of credit as described under the section "Use of Proceeds" in the confidential offering circular dated May 29, 2003 with respect to the contrary initial issuance of the Notes as well as, to the extent not already included therein, the cash collateral described in this Agreement, this Agreement shall not constitute a grant clause (11) of a security interest the definition of the term "Permitted Liens" in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”)Indenture.
(b) 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 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 (Aa) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (Bb) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall also ratifies its authorization for the Collateral Agent to file on behalf in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary (or, in the reasonable opinion of the Collateral Agent, advisable) for the benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured PartiesSecurity Interest granted by each Grantor, without the signature of any financing statements in Grantor, and naming any Grantor or the relevant jurisdiction necessary to perfect Grantors as debtors and the security interests in the Article 9 Collateral granted hereunderAgent as secured party.
(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 Grantor with respect to or arising out of the Article 99 Collateral.
Appears in 1 contract
Sources: Collateral Agreement (International Wire Group Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges as security to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel PaperAccounts Receivable;
(iii) all Commercial Tort Claims listed on Schedule II heretoChattel Paper;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all GoodsInstruments;
(ix) all InstrumentsInventory;
(x) all Inventory;
(xi) all Investment Property;
(xi) Letter-of-Credit rights;
(xii) all commercial tort claims listed on Schedule VI;
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything the Collateral shall not include (x) any Excluded Assets or (y) any rights under any item that would, but for this proviso, constitute Collateral, to the contrary extent, but only to the extent, that the terms therof expressly prohibit the pledge, grant of a security interest or lien, transfer, assignment or hypothecation by a Grantor of such item (the “Excluded Collateral”), in this Agreementeach case in the manner contemplated hereby, this Agreement unless a consent shall not constitute have been obtained; provided, further, that the Collateral shall include all rights to Accounts and general intangibles for money due or to become due under such Excluded Collateral and all other rights as to which any prohibition on such pledge, grant of a security interest or lien, transfer, assignment or hypothecation in such item is ineffective, whether under Article 9 of the New York UCC or otherwise, and shall also include all proceeds of any such Excluded Collateral; and provided, further, that at such time as the grant of a security interest in such Excluded Collateral would no longer result in the forfeiture thereof, or default thereunder, then the Collateral Agent’s security interest therein shall automatically and without any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”).
(b) further action attach and become fully effective at that time. 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 Article 9 Collateral Security Interest 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do soGrantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(c) The Security Interest is granted as security only and shall not subject authorizes the Collateral Agent to use the collateral description “all personal property” or “all assets” in any such financing statements. The Collateral Agent is further authorized to file in the United States Patent and Trademark Office or United States Copyright Office (or any other Secured Party to, successor office or any similar office in any way alter other country) such documents as may be necessary or modifyadvisable for the purpose of perfecting, any obligation confirming, continuing, enforcing or liability protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor with respect to or arising out of the Article 9Grantors as debtors and the Collateral Agent as secured party.
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 its Obligations, including each Pledgor other than Holdings (all references to a Pledgor or to the Guarantees, Pledgors in this Article IV shall be deemed to be a reference to each Grantor Pledgor other than Holdings) hereby grants assigns and pledges to the Collateral Agent, Agent and its successors and assigns, permitted assigns for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretocash and Deposit Accounts;
(iv) all Deposit AccountsDocuments;
(v) all DocumentsEquipment;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ixvii) all Instruments;
(xviii) all Inventory;
(xiix) all Investment Property;
(x) [reserved];
(xi) all Commercial Tort Claims;
(xii) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that notwithstanding . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (a) any Excluded Asset vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired, (b) any assets (including Equity Interests), whether now owned or hereafter acquired, with respect to which Excluded Assetsthe Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement would not be required to be satisfied by reason of Section 5.10(g) of the Credit Agreement if hereafter acquired, (c) any property excluded from the definition of Pledged Collateral pursuant 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 avoidance extent, but only to the extent, that such a grant would, under the terms of doubtsuch 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 Collateral shall not constitute “Article 9 Collateral”)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 Grantor Pledgor 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 (Ai) whether such Grantor Pledgor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and Pledgor, (Bii) 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; provided, however, relates and (iii) a description of collateral that the right of describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to file financing statements hereunder shall not be construed ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as a duty to do so“all assets” or “all property”. Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall The Collateral Agent is further authorized to file on behalf with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such 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, without the signature of such Pledgor, and naming such Pledgor or the Pledgors as debtors and the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunderAgent as secured party.
(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 Grantor Pledgor with respect to or arising out of the Article 9
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Noranda Aluminum Acquisition CORP)
Security Interest. (a) As security for the payment or performanceperformance when due, as the case may be, in full of the Obligations, including each Pledgor hereby assigns and pledges to the GuaranteesCollateral Agent, each Grantor 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 and lien on all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretocash and Deposit Accounts;
(iv) all Deposit AccountsDocuments;
(v) all DocumentsEquipment;
(vi) all Equipment;
(vii) all General Intangibles;
(vii) all Instruments;
(viii) all GoodsIntellectual Property;
(ix) all InstrumentsInventory;
(x) all Inventory;
(xi) all Investment Property;
(xi) all Letter of Credit Rights;
(xii) all Commercial Tort Claims as described in Schedule II;
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing.
(a) any vehicle, (b) any Excluded Assets, (c) any assets owned on or acquired after the Issue Date, to the extent that, and for long as, granting a security interest in such assets would violate applicable law or a contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation of or in connection with the acquisition of such assets (except in the cash or assets owned on the Issue Date or acquired with Indebtedness of the type incurred pursuant to Section 4.03(iv) of the Indenture), (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 Equity Interests or debt securities excluded from the pledge made pursuant to Section 3.01 hereof, (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, 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, that 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, (g) any Equipment or other asset owned by any Pledgor that is subject to a purchase money lien or a Capitalized Lease Obligation 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 assets (h) any intent-to-use United States trademark applications for which an amendment to alleged use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively, or, if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a) or examined and accepted by the United States Patent and Trademark Office, (i) any assets that are not required to be pledged to secure Senior Lender Claims, (j) any real estate held by any Pledgor, (k) any Principal Property; provided that after the Existing Debenture Payoff Date, to the extent Liens on such assets are granted to secure outstanding First Priority Lien Obligations, the Collateral shall include, and such Pledgor shall be deemed to have granted a security interest in, all such rights and interests in such Principal Property as for so long as such assets continue to secure outstanding First Priority Lien Obligations, (l) any assets which, if included in the Collateral, would require the Existing Debentures to be ratably secured with the Obligations pursuant to the terms of the indentures for the Existing Debentures or (m) solely with respect to any series of Other Pari Passu Lien Obligations, any asset that is not intended to be collateral with respect to such series pursuant to the terms of the Other Pari Passu Lien Agreement governing such series. In addition, notwithstanding anything to the contrary in this Agreementcontrary, the requirements of this Agreement shall not constitute a grant are subject to the terms of a security interest in any Excluded Asset (which Excluded Assets, for Section 4.14 of the avoidance of doubt, shall not constitute “Article 9 Collateral”)Indenture.
(b) Each Grantor Pledgor 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 (Ai) whether such Grantor Pledgor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and Pledgor, (Bii) 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; provided, however, relates and (iii) a description of collateral that describes such property in any other manner as is necessary or advisable to ensure the right perfection of the security interest in the Article 9 Collateral Agent to file financing statements hereunder shall not be construed granted under this Agreement, including describing such property as a duty to do so“all assets” or “all property”. Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall The Collateral Agent is further authorized to file on behalf 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, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunderAgent as secured party.
(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 Grantor Pledgor with respect to or arising out of the Article 9
Appears in 1 contract
Sources: Collateral Agreement (Hexion 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 its Obligations, including the Guarantees, 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 and lien on all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretocash and Deposit Accounts;
(iv) all Deposit AccountsDocuments;
(v) all DocumentsEquipment;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ixvii) all Instruments;
(xviii) all Inventory;
(xiix) all Investment Property;
(x) all Letter of Credit Rights;
(xi) all Commercial Tort Claims;
(xii) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that notwithstanding . Notwithstanding anything to the contrary in this Agreement, 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, whether now owned or hereafter acquired, (b) any assets (including Equity Interests) whether now owned or hereafter acquired, which would not be required to be pledged pursuant to Section 4.15(c) of the Indenture if hereafter acquired, (c) any property excluded from the definition of Pledged Collateral pursuant to Section 3.01 hereof, (d) any Letter of Credit Rights to the extent any Grantor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose, (e) any Grantor’s right, title or interest in any Excluded Asset license, contract or agreement to which such Grantor 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 Grantor 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 Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect, (f) any Equipment owned by any Grantor that is subject to a purchase money lien or a Capital Lease Obligation if the contract or other agreement in which Excluded Assetssuch Lien is granted (or the documentation providing for such Capital Lease Obligation) prohibits or requires the consent of any person other than the Grantors as a condition to the creation of any other security interest on such Equipment, or (g) any Equity Interests or other securities of any of the Company’s Subsidiaries to the extent that the pledge of such securities results in the Company’s being required to file separate financial statements of such Subsidiary with the SEC, but only to the extent necessary not to be subject to such requirement and only for so long as such requirement is in existence. Notwithstanding the avoidance provisions of doubtclauses (a) through (f) above (but subject to clause (g) above), there shall not constitute “Article 9 Collateral”)be excluded from the grant of the security interest set forth in this Section 4.01 any asset or property of a Grantor that is not also excluded from the grant of security interest to secure the Term Loan Obligations.
(b) 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 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 (Ai) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and Grantor, (Bii) 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; provided, however, relates and (iii) a description of collateral that the right of describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to file financing statements hereunder shall not be construed ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as a duty to do so“all assets” or “all property”. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of such Grantor, and naming such Grantor or the Grantors as debtors and the Collateral Agent as secured party. The Collateral Agent shall file on behalf not be responsible for the preparation of the Collateral Agent, for the benefit of the Secured Parties, any Uniform Commercial Code financing statements in and the relevant jurisdiction necessary to perfect Intellectual Property Security Agreement and the security interests in the Article 9 Collateral granted hereunderfilings thereof at any time or times.
(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 Grantor 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 Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”"SECURITY INTEREST") in and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article "ARTICLE 9 Collateral”COLLATERAL"):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretocash and Deposit Accounts;
(iv) all Deposit AccountsDocuments;
(v) all DocumentsEquipment;
(vi) all Equipment;
(vii) all General Intangibles;
(vii) all Instruments;
(viii) all GoodsInventory;
(ix) all InstrumentsInvestment Property;
(x) all InventoryLetter of Credit rights;
(xi) all Investment Propertycommercial tort claims against any Grantor (as identified on Schedule IV hereto);
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided PROVIDED, HOWEVER, that notwithstanding anything to any of the contrary other provisions in this AgreementArticle IV, this Agreement shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assets, for and the avoidance of doubt, term "Collateral" shall not constitute “Article 9 include) any "Collateral”" as such term is defined in Section 16 of the Mortgage and Security Agreement dated as of March 5, 2004 (as amended, supplemented or otherwise modified as of the date hereof), between Services and Citizens Bank of Massachusetts ("CITIZENS") granted in connection with the Loan Agreement dated as of March 5, 2004 (as amended, supplemented or otherwise modified as of the date hereof), between Services and Citizens.
(b) 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 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 detailPledgor, 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. The Collateral Agent hereby agrees that it shall not file any reasonable request"fixture filings" and the Grantors shall have no obligation to provide information required for any "fixture filings" except in respect of any fixtures associated with any Mortgaged Property. Each Grantor shall file on behalf of also ratifies its authorization for the Collateral Agent, 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 office or any similar office in any other country) such documents as may be necessary or advisable for the benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured PartiesSecurity Interest granted by each Grantor, without the signature of any financing statements in Grantor, and naming any Grantor or the relevant jurisdiction necessary to perfect Grantors as debtors and the security interests in the Article 9 Collateral granted hereunderAgent as secured party.
(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 Grantor with respect to or arising out of the Article 99 Collateral.
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 all of the ObligationsObligations when due, including the Guarantees, each Grantor Borrower hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Coast a security interest (the “Security Interest”) in and lien on all right, title or of Borrower's interest in or to any and all of the following assets and properties following, whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor acquired, and wherever located: All Receivables, Inventory, Equipment, Investment Property, and General Intangibles, including, without limitation, all of Borrower's Deposit Accounts, and all money, and all property now has or at any time in the future may acquire in Coast's possession (including claims and credit balances), and all proceeds of any rightof the foregoing (including proceeds of any insurance policies, title or interest (collectivelyproceeds of proceeds, and COAST BUSINESS CREDIT LOAN AND SECURITY AGREEMENT ------------------------------------------------------------------------------- claims against third parties), all products of any of the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) foregoing, and all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect related to any of the foregoing (all of the foregoing; provided that notwithstanding anything , together with all other property in which Coast may now or in the future be granted a lien or security interest, is referred to herein, collectively, as the contrary in "Collateral"). Notwithstanding the foregoing provisions of this AgreementSection 4, this Agreement shall not constitute a such grant of a security interest shall not extend to, and the term "Collateral" shall not include the following: any rights in any Excluded Asset (General Intangibles representing rights under agreements between the Borrower and any other party which Excluded Assets, for are now or hereafter held by the avoidance of doubt, shall not constitute “Article 9 Collateral”).
(b) 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 Borrower to the Article 9 Collateral or any part thereof and amendments thereto extent that (i) indicate such General Intangibles are not assignable or capable of being encumbered as a matter of law or under the Collateral as all assets terms of the agreement applicable thereto (but solely to the extent that any such Grantor or words restriction shall be enforceable under applicable law), without the consent of similar effect as being of an equal or lesser scope or with greater detail, the other party thereto 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 (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall consent has not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunderbeen 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 Grantor with respect to or arising out of the Article 9
Appears in 1 contract
Sources: Loan and Security Agreement (3do Co)
Security Interest. (a) As Each Credit Party hereby pledges, assigns to and grants to Lender, as security for the payment or performance, as the case may be, in full and performance of the such Credit Party’s Obligations, including the Guaranteesa continuing security interest, each Grantor hereby grants to the Collateral Agent, its successors lien and assigns, for the benefit collateral assignment in all of the Secured Parties, a security interest (the “Security Interest”) in and lien on all such Credit Party’s right, title or and interest in or and to any and all of the following assets and properties following, in each case both now owned or at any time and hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) Credit Party: all Accounts;
(ii) all , Inventory, Equipment, other goods, Machinery, fixtures, General Intangibles, Payment Intangibles, Chattel Paper;
(iii) all , Letter of Credit Rights, Supporting Obligations, Proprietary Rights, Instruments, promissory notes, Documents and documents of title, Investment Property, Deposit Accounts, Securities Accounts, Commercial Tort Claims listed on Schedule II hereto;
Claims, money, cash, cash equivalents, securities and other personal property of any kind (iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) whether held directly or indirectly by such Credit Party), all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise includedrecords, whether in tangible or intangible form, all Proceeds and products of any other assets, if any, and all accessions to, substitutions for and replacements, products and proceeds (including all “proceeds” as defined in Section 9.102 of the foregoing UCC and, including all dividends, distributions and all supporting obligationsother income from such Credit Party’s Collateral, collateral security and guarantees given by any Person collections thereon or distributions with respect to thereto) of any of the foregoing; provided that notwithstanding . Lender’s Liens shall continue in full force and effect in all Collateral until all Obligations (other than contingent indemnification obligations) have been indefeasibly and fully paid and all commitments of the Lender under this Agreement have been terminated. Notwithstanding anything to the contrary contrary, in this Agreementno event shall the Collateral include, this Agreement shall not constitute a grant of a or the security interest in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”).
(b) 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 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 (A) whether such Grantor is an organization, the type of organization and, if requiredthis Section 5.1 attach to, any organizational identification number issued to property or assets that constitute Excluded Property, but only for so long as such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunderor assets constitute Excluded 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 Grantor 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 Obligations, including the GuaranteesSecured Obligations and subject to Section 4.01(d), each Grantor hereby grants to the Collateral AgentNoteholder Representative, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in in, to or under which such Grantor now has or at any time in the future hereafter may acquire any right, title or interest (collectively, but subject to paragraph (d) of this Section, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretocash, cash equivalents and Deposit Accounts;
(iv) all Deposit AccountsDocuments;
(v) all DocumentsEquipment;
(vi) all EquipmentGeneral Intangibles, including all Intellectual Property;
(vii) all General IntangiblesInstruments;
(viii) all GoodsInventory;
(ix) all Instrumentsother Goods;
(x) all Inventory;
(xi) all Investment Property;
(xi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims specifically described on Schedule IV, as such schedule may be supplemented from time to time pursuant to Section 4.04(e);
(xiii) all Fixtures;
(xiv) all books and records pertaining to the Article 9 Collateral; and
(xiiixv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”).
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties Noteholder Representative (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 assets, whether now owned or at any time hereafter acquired, 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number number, if any, issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent Noteholder Representative promptly upon any reasonable request. Each The Noteholder Representative (or its designee) is further authorized by each Grantor shall to file on behalf of with the Collateral Agent, 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 benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured PartiesSecurity Interest granted by such Grantor, without the signature of any financing statements in Grantor, and naming any Grantor or the relevant jurisdiction necessary to perfect Grantors as debtors and the security interests in the Article 9 Collateral granted hereunderNoteholder Representative as secured party.
(c) The Security Interest is and the security interest granted pursuant to Article III are granted as security only and shall not subject the Collateral Agent Noteholder Representative or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.
(d) Notwithstanding anything herein to the contrary, in no event shall the Article 99 Collateral include or security interest granted hereunder attach to any Excluded Property (any such property so excluded being collectively referred to as the “Excluded Personal Property”); provided that Excluded Personal Property shall not include any Proceeds, substitutions or replacements of any Excluded Personal Property (unless such Proceeds, substitutions or replacements would constitute Excluded Personal Property).
Appears in 1 contract
Security Interest. (a) 4.1 As security for the payment or prompt performance, as the case may be, observance and payment in full of the all Obligations, including the Guarantees, each Grantor we hereby grants grant to the Collateral AgentAgent on behalf of itself, its successors RNB and assigns, for the benefit of the Secured PartiesNatWest, a continuing security interest (in, a lien upon and a right of setoff against, and we hereby assign, transfer, pledge and set over to the “Security Interest”) in Agent on behalf of itself, RNB and lien on NatWest, all of our right, title or and interest in or and to any and all of the following assets and properties (which together with any of our other property in which you may now owned or at any time hereafter acquired have a security interest or lien, whether pursuant to any security or other agreement previously executed by such Grantor us in favor of RNB or NatWest, or any supplement hereto, or otherwise, are herein collectively referred to as the "Collateral"): All present and future (a) Accounts; (b) Inventory; (c) moneys, securities and other property and the proceeds thereof, now or hereafter held or received by, or in which such Grantor now has transit to, the Agent, RNB or NatWest from or for us, whether for safekeeping, pledge, custody, transmission, collection or otherwise, and all of our deposits (general or special), balances, sums and credits with you or any other party at any time in the future may acquire any right, title or interest existing; (collectively, the “Article 9 Collateral”):
(id) all of our rights, remedies, security and liens, in, to and in respect of the Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all , Inventory;
(xi) all Investment Property;
(xii) all books , and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise includedother Collateral described herein, including, without limitation, rights of stoppage in transit, replevin, repossession and reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, all Proceeds and products proceeds of any and all letter of the foregoing and all supporting obligationscredit naming us as beneficiary, collateral security and guarantees given by any Person with respect to any guaranties or other contracts of the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Asset (which Excluded Assets, for the avoidance of doubt, shall not constitute “Article 9 Collateral”).
(b) 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) suretyship with respect to the Article 9 Collateral Accounts, deposits or other security for the obligation of 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 detailAccount Debtor, and credit and other insurance; (iie) contain all goods relating to, or which by sale have resulted in, Accounts, including, without limitation, all goods described in invoices, documents, contracts or instruments, including, without limitation, promissory notes, with respect to, or otherwise representing or evidencing, any Accounts or other Collateral, including without limitation, all
4.2 We shall keep and maintain, at our cost and expense, satisfactory and complete books and records of all Accounts, all payments received or credits granted thereon, and all other dealings therewith. At such times as the Agent may request, in its sole and absolute discretion, we shall mark ▇▇▇ ledger cards, books of account and other records relating to Accounts with appropriate notations satisfactory to the Agent in its sole and absolute discretion, disclosing that such Accounts have been assigned to it. We shall not assign, or attempt to assign, or otherwise grant any rights in or otherwise encumber any of our Accounts to or in favor of any party other than the Agent. At such time as the Agent may request, in its sole and absolute discretion, we shall deliver to the Agent all original documents evidencing the sale, lease or other disposition of goods or the rendition of services which created any Accounts, including, but not limited to, all original contracts, orders, invoices, bills of lading, warehouse receipts, delivery tickets and shipping receipts, together with schedules describing the Accounts and/or written confirmatory assignments to the Agent of each Account, in form and substance satisfactory to the Agent, RNB and NatWest and duly executed by us, together with such other information required by Article 9 as the Agent may request. In no event shall the making or the failure to make, or the content of, any schedule or assignment or our failure to comply with the provisions hereof be deemed or construed as a waiver, limitation or modification of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendmentAgent's security interest in, including (A) whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Grantor lien upon 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; provided, however, that the right assignment of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agentor our representations, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent warranties or covenants under this Agreement or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9supplement hereto.
Appears in 1 contract
Sources: Credit and Security Agreement (Movie Star Inc /Ny/)
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 Grantor hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all of such Grantor’s right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretoDocuments;
(iv) all Deposit AccountsEquipment;
(v) all DocumentsGeneral Intangibles, including all Intellectual Property;
(vi) all EquipmentInstruments;
(vii) all General IntangiblesInventory;
(viii) all other Goods;
(ix) all InstrumentsInvestment Property;
(x) all InventoryLetter-of-Credit Rights;
(xi) all Investment PropertyCommercial Tort Claims specifically described on Schedule IV hereto, as such schedule may be supplemented from time to time pursuant to Section 3.04(d);
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligationsSupporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything in no event shall the Security Interest attach to (A) any general intangible, instrument, software, permit, lease, license, contract, agreement, governmental approval or franchise, to which a Grantor is a party or any of its rights or interests thereunder if, to the contrary extent and for so long as the grant of such security interest shall constitute or result in this a breach of or a default under, or creates an enforceable right of termination in favor of any party (other than any Loan Party) to, such general intangible, instrument, software, permit, lease, license, contract, agreement, governmental approval or franchise (other than to the extent that any such term would be rendered ineffective, or is otherwise unenforceable, pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC or any other applicable Requirement of Law); provided that, to the extent severable, the Security Interest shall attach immediately to any portion of such general intangible, instrument, software, permit, lease, license, contract, agreement, governmental approval or franchise that does not result in any such breach, termination or default, including any Proceeds of such general intangible, instrument, software, permit, lease, license, contract, agreement, governmental approval or franchise; (B) any motor vehicle or other asset covered by a certificate of title or ownership, whether now owned or hereafter acquired, the perfection of which is excluded from the UCC in the relevant jurisdiction; (C) any asset owned by any Grantor that is subject to a Lien of the type permitted by Section 6.02(iv) of the Second Lien Credit Agreement (whether or not incurred pursuant to such Section) or a Lien permitted by Section 6.02(xi) of the Second Lien Credit Agreement, this Agreement shall not constitute a in each case if, to the extent and for so long as the grant of a Lien thereon hereunder to secure the Secured Obligations constitutes a breach of or a default under, or creates a right of termination in favor of any party (other than any Loan Party) to, any agreement pursuant to which such Lien has been created; provided that the Security Interest shall attach immediately to any such asset (x) at the time the provision of such agreement containing such restriction ceases to be in effect and (y) to the extent any such breach or default is not rendered ineffective by, or is otherwise unenforceable pursuant to the UCC or any other applicable Requirement of Law; (D) any asset owned by any Grantor with respect to which Borrower, with the written consent of the Administrative Agent (not to be unreasonably withheld or delayed), shall have provided to the Administrative Agent a certificate of a Financial Officer to the effect that, based on advice of outside counsel or tax advisors of national recognition, the creation of such security interest in such asset hereunder would result in adverse tax consequences to Holdings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries (other than on account of any Taxes payable in connection with filings, recordings, registrations, stampings and any similar acts in connection with the creation or perfection of the Liens granted hereunder) that shall have been determined by Borrower to be material to Holdings, any Intermediate Parent, the Borrower and its Restricted Subsidiaries; (E) any asset owned by any Grantor if, to the extent and for so long as the grant of such security interest in such asset shall be prohibited by any applicable Requirements of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to the UCC or any other applicable Requirements of Law); provided that the Security Interest shall attach immediately to such asset at such time as such prohibition ceases to be in effect; (F) any asset owned by any Grantor that the Borrower and the Administrative Agent shall have agreed in writing to exclude from being Article 9 Collateral on account of the cost of creating a security interest in such asset hereunder (including any Excluded Asset adverse tax consequences to Holdings, any Intermediate Parent, the Borrower and the Subsidiaries resulting therefrom) being excessive in view of the benefits to be obtained by the Secured Parties therefrom; (which Excluded AssetsG) any intent-to-use trademark applications filed in the United States Patent and Trademark Office, pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. Section 1051, prior to the accepted filing of a “Statement of Use” and issuance of a “Certificate of Registration” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an accepted filing of an “Amendment to Allege Use” whereby such intent-to-use trademark application is converted to a “use in commerce” application pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act; (H) any leasehold interest in real property; (I) the deposit account listed on Schedule 6.02 of the Second Lien Credit Agreement constituting cash collateral for the avoidance ▇▇▇▇▇ Fargo Note described (and as defined) on Schedule 6.01 of doubtthe Second Lien Credit Agreement to the extent used solely for such purpose and not commingled with any other funds; and (J) the Excluded Equity Interests (it being understood that, to the extent the Security Interest shall not constitute have attached to any such asset as a result of clauses (A) through (J) above, the term “Article 9 Collateral”” shall not include any such asset); provided, however, that Article 9 Collateral shall include any Proceeds, substitutions or replacements of any of the foregoing (unless such Proceeds, substitutions or replacements would constitute property referred to in clauses (A) through (J)).
(b) Each 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 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 assets” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detaileffect, 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 (A) whether such Grantor is an organization, the type of organization and, if requiredavailable, any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon any reasonable request. Each Grantor shall The Administrative Agent is further authorized to file on behalf of with the Collateral Agent, 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 benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured Parties, any financing statements Security Interest in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral consisting of Patents, Trademarks or Copyrights granted hereunderby each Grantor and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party.
(c) The Security Interest is and the security interest granted pursuant to Article II are granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9Collateral.
Appears in 1 contract
Sources: Second Lien Collateral Agreement (Endurance International Group Holdings, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including each Pledgor hereby pledges to the GuaranteesAgent, each Grantor its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Pledgor or in which such Grantor Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II heretocash and Deposit Accounts;
(iv) all Deposit AccountsDocuments;
(v) all DocumentsEquipment;
(vi) all Equipment;
(vii) all General Intangibles;
(vii) all Instruments;
(viii) all GoodsIntellectual Property;
(ix) all InstrumentsGoods and Inventory;
(x) all InventoryInvestment Property including the Pledged Collateral;
(xi) all Investment PropertyLetters of Credit and Letter of Credit Rights;
(xii) all Commercial Tort Claims as described on Schedule 10 to any Perfection Certificate;
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xiiixiv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person person with respect to any of the foregoing; provided that notwithstanding . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (and the Article 9 Collateral shall not include) any of the following (collectively, “Excluded Property”):
(A) any vehicle or other property covered by a certificate of title or ownership, whether now owned or hereafter acquired to the extent the filing of a UCC-1 financing statement in the jurisdiction of organization (or other location of a Pledgor under Section 9-307 of the New York UCC) of the applicable Pledgor cannot perfect a security interest therein;
(B) any Excluded Asset Equity Interests;
(C) any lease, license, franchise, charter, authorization, contract or agreement to which Excluded Assetsany Pledgor is a party, together with any rights or interest thereunder, in each case, if and to the extent that, and for so long as, such grant of a security interest therein (i) is prohibited by or would violate applicable law or regulation, (ii) requires any governmental (including regulatory) consent, approval, license or authorization that has not been obtained or consent of a third party that is not a Pledgor or a Subsidiary of a Pledgor pursuant to any contract or agreement binding on such asset at the avoidance time of doubtits acquisition and not entered into in contemplation of such acquisition which consent has not been obtained, or (iii) is prohibited by or in violation of a term, provision or condition of any lease, license, franchise, charter, authorization, contract or agreement to which such Pledgor is a party, except, in the case of each of the foregoing clauses (i), (ii), and (iii), to the extent that such prohibition, requirement or restriction would be rendered ineffective under the Anti-Non-Assignment Clauses; provided, however, that, notwithstanding the foregoing, the Article 9 Collateral shall include, at such time as the contractual or legal prohibition or such requirement shall no longer be applicable and to the extent severable, shall attach to any portion of such lease, license, franchise, charter, authorization, contract or agreement not subject to the prohibitions specified in clauses (i), (ii), or (iii) above; provided, further, that the Excluded Property referred to in this clause (A) shall not include any Proceeds or receivables of any such lease, license, franchise, charter, authorization, contract or agreement (except to the extent such Proceeds or receivables constitute Excluded Property);
(D) (1) any “intent to use” applications for trademark or service mark registrations filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051, unless and until an accepted filing of an “Amendment to Allege Use” whereby such intent-to-use application is converted to a “use in commerce” application pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act or an accepted filing of a “Statement of Use” and issuance of a “Certificate of Registration” pursuant to Section 1(d) of ▇▇▇▇▇▇ Act and (2) any other Intellectual Property in any jurisdiction where the grant of a security interest thereon would cause the invalidation or abandonment of such Intellectual Property under applicable law;
(i) any leasehold or subleasehold interest (including any ground lease interest) in real property, (ii) any fee interest in owned real property other than Owned Real Property and (iii) any Owned Real Property that contains improve-ments that are located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a “special flood hazard area”;
(F) any Equipment or other asset owned by any Pledgor that is subject to a purchase money lien or a Capital Lease Obligation, in each case, as permitted by the Credit Agreement, 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 a Pledgor or a Subsidiary of a Pledgor 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 the Credit Agreement;
(G) Letter-of-Credit Rights to the extent a security interest therein cannot be perfected by the filing of a UCC-1 financing statement in the jurisdiction of organization (or other location of a Pledgor under Section 9-307 of the New York UCC) of the applicable Pledgor;
(H) all Commercial Tort Claims where the amount of damages reasonably expected to be realized by the applicable Pledgor (as determined by the Borrower in good faith) is not in excess of the Commercial Tort Claim Threshold;
(I) any asset (including any Equity Interests) with respect to which the Borrower has determined in good faith together with the Administrative Agent that the costs or other consequences (including adverse tax consequences) of obtaining, perfecting or maintaining a Security Interest or pledge shall be excessive in view of the fair market value of such asset and/or the benefits to be obtained by the Secured Parties therefrom;
(J) any Excluded Accounts and any assets of any Excluded Subsidiary or any other Person that is not, and is not required to be, a Loan Party;
(K) any asset to the extent excluded by application of the Agreed Security Principles; and
(L) any asset acquired by any Pledgor if and to the extent that, and for so long as, such grant of a security interest therein (i) is prohibited by or would violate applicable law or regulation, (ii) requires any governmental (including regulatory) consent, approval, license or authorization that has not been obtained or consent of a third party that is not a Pledgor or a Subsidiary of a Pledgor pursuant to any contract or agreement binding on such asset at the time of its acquisition and not entered into in contemplation of such acquisition which consent has not been obtained, or (iii) is prohibited by or in violation of a term, provision or condition of any contract or agreement to which such Pledgor is a party binding on such asset at the time of its acquisition and not entered into in contemplation of such acquisition, except, in the case of each of the foregoing clauses (i), (ii), and (iii), to the extent that such prohibition, requirement or restriction would be rendered ineffective under the Anti-Non-Assignment Clauses; provided, however, that, notwithstanding the foregoing, the Article 9 Collateral”Collateral shall include, at such time as the contractual or legal prohibition or such requirement shall no longer be applicable and to the extent severable, shall attach to any portion of such asset, not subject to the prohibitions specified in clauses (i), (ii), or (iii) above; provided that if and when any property shall cease to be Excluded Property, 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 Excluded Property).
(b) Each Grantor Pledgor 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 or continuations 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 (Ai) whether such Grantor Pledgor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and Pledgor, (Bii) in the case of a financing statement filed as a fixture filingfiling with respect to Owned Real Property, a sufficient description of the real property to which such Article 9 Collateral relates; provided, however, relates and (iii) a description of collateral that describes such property in any other manner as the right Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral Agent to file financing statements hereunder shall not be construed granted under this Agreement, including describing such property as a duty to do so“all assets” or “all property” or words of similar effect. Each Grantor Pledgor agrees to provide such information to the Collateral Agent and to execute such financing statements promptly upon any reasonable request. Each Grantor shall file on behalf Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this Agreement in the Collateral Agentas a perfected (to the extent required to be perfected under the Loan Documents) first priority security interest subject only to Permitted Liens and will file all UCC-3 continuation statements necessary to continue the perfection of the security interest created by this Agreement. The Agent is further authorized to file with the United States Patent and Trademark Office, the Puerto Rico Trademark Office and the United States Copyright Office (and any successor office or any similar office in any other country) such documents as may be necessary or advisable for the benefit purpose of perfecting, confirming, continuing, enforcing, protecting or providing notices of the Secured PartiesSecurity Interest granted by each Pledgor, without the signature of any financing statements in Pledgor, and naming any Pledgor or the relevant jurisdiction necessary to perfect Pledgors as debtors and the security interests in the Article 9 Collateral granted hereunderAgent as secured party.
(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 Grantor Pledgor with respect to or arising out of the Article 9
Appears in 1 contract
Sources: Collateral Agreement (EVERTEC, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guaranteeseach Guaranty, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in and lien on all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Commercial Tort Claims listed on Schedule II hereto;
(iv) all Deposit Accounts;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all GoodsInstruments;
(ix) all InstrumentsInventory;
(x) all InventoryInvestment Property;;
(xi) all Investment Property;
(xii) all books and records pertaining to the Article 9 Collateral; and
(xiiixii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) any Excluded Asset (which Excluded Securitization Assets, (B) motor vehicles and other assets subject to certificates of title, (C) 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(h) of the Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the avoidance terms of doubtsuch Indebtedness prohibit the creation of any other lien on such Equity Interests, (D) 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, (E) Equity Interests of any Foreign Subsidiary that is not a Material Foreign Subsidiary, (F) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings, (G) Equity Interests of any Person that is not a direct or indirect, wholly owned Subsidiary of Holdings, (H) any asset with respect to which the Administrative Agent has confirmed in writing to the Borrower 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 Lenders, (I) any lease, license, contract or agreement to which any 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 (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (ii) in a breach, default or termination pursuant to the terms thereof, other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity); provided however that the Collateral shall include such lease, license, contract or agreement (and such security interest shall attach) immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement that does not constitute “Article 9 Collateral”)result in any of the consequences specified in (i) or (ii) above; provided further that the exclusions referred to in clause (I) shall not include any Proceeds of any such lease, license, contract or agreement. 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 which the Administrative Agent reasonably determines to be material.
(b) 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 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 (A) whether such Grantor is an organization, the type of organization and, if required, and any organizational identification number issued to such Grantor and (B) 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; provided, however, that the right of the Collateral Agent to file financing statements hereunder shall not be construed as a duty to do so. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor shall file on behalf of the Collateral Agent, for the benefit of the Secured Parties, any financing statements in the relevant jurisdiction necessary to perfect the security interests in the Article 9 Collateral granted hereunder.
(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 Grantor with respect to or arising out of the Article 9
Appears in 1 contract