Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, 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 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 cash and Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all Fixtures; (vii) all General Intangibles; (viii) all Instruments; (ix) all Inventory; (x) 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 (xiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; provided, however, that 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date. (b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party. (c) The Security Interest is granted as security only and shall not subject the 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 Collateral.
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, 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, 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 cash and Deposit Accounts;
(iv) all DocumentsDocuments (other than title documents relating to vehicles);
(v) all Equipment;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsInventory;
(ix) all Inventory;
(x) all Investment Property;
(x) Letter-of Credit Rights;
(xi) all Letter-of-Credit RightsCommercial Tort Claims described in Schedule IV;
(xii) all Commercial Tort Claimsother 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
(xiv) to the extent not otherwise included, all Proceeds and products of any and all Supporting Obligations of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing; ;
(b) provided, howeverthat notwithstanding anything herein to the contrary, that the Article 9 Collateral shall not include, and in no event shall the security interest granted under this Section 4.01 hereunder attach to to, nor the terms “Article 9 Collateral” or “Pledged Stock” include (A) any lease, license, contract, property rights contract or agreement to which any a Grantor is a party (or to any of its rights or interests thereunder) thereunder if and for so long as the grant of such security interest would shall constitute or result in either (xi) the abandonment, invalidation or unenforceability of any right, title or interest right of any the Grantor therein or (yii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights contract or agreement (other than, in each case, 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 UCCNew 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 provision proceeds of the Bankruptcy Code such contract or otherwise)agreement, (B) more than 65% of the issued and outstanding voting Equity Interests of any Grantor’s directors 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 officers liability insurance policies, (C) assets owned by any application for registration of Grantor on the date hereof or hereafter acquired and any proceeds thereof that are subject to a trademark filed with the United States Patent and Trademark Office on an intent-to-use basis until such time (if anyLien securing Indebtedness permitted to be incurred pursuant to Section 4.09(b)(4) 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 Indenture to the security interest pledged extent and for so long as the contract or other agreement in which such Lien is granted (Dor the documentation providing for such Indebtedness) validly prohibits the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect creation of any other Lien on the Closing Datesuch assets and proceeds.
(bc) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” assets of such Grantor Grantor, whether now owned or hereafter acquired or words of similar effecteffect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Aa) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent 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 9 Collateral.
Appears in 1 contract
Security Interest. (a) As security for the payment or and performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges grants 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 PartiesBuyers, a security interest (the “Security Interest”), in all right, title or interest in or to any and all of the following assets and properties of such Grantor, now owned owned, existing 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 Collateral”):
(i) all Accounts;
All Crypto Collateral and (ii) all Chattel Paperpayment intangibles (whether tangible or electronic) and general intangibles related to or comprising the Crypto Collateral;
(iiib) All investment property related to or comprising the Crypto Collateral;
(c) The Control Accounts and the Crypto Collateral and all cash and Deposit Accountsother property from time to time deposited therein, and all monies (whether tangible or electronic) and property in the possession or under the control of the Agent;
(ivd) all All controllable accounts, controllable electronic records, controllable payment intangibles, Electronic Chattel Paper, Electronic Documents, Electronic Money, Transferable Records and other Article 12 Collateral comprising the Crypto Collateral;
(ve) all Equipmentother tangible and intangible personal property of each Grantor (whether or not subject to the Code) solely related to the property of such Grantor described in the preceding clauses of this Section 1, including, without limitation, all Control Accounts and other accounts and all cash and all investments therein, all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the property of any Grantor described in the preceding clauses of this Section 1 (including, without limitation, any Staking Consideration and any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by each Grantor in respect of any of the items listed above), and all books, correspondence, files and other Records, that at any time evidence or contain information relating to any of the property described in the preceding clauses of this Section 1 or are otherwise necessary or helpful in the collection or realization thereof;
(vif) all Fixtures;
(vii) all General Intangibles;
(viii) all Instruments;
(ix) all Inventory;
(x) 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
(xiv) to the extent not otherwise included, all Proceeds All proceeds and products of each of the foregoing (including, without limitation, all Staking Consideration) and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all proceeds of the foregoing and all collateral security and guarantees given by any person insurances, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing; provided. Subject to the foregoing, howeverif any item of Collateral also constitutes collateral granted to Agent under any other deed of trust, that mortgage, security agreement, pledge or instrument of any type, in the Article 9 Collateral shall not include, event of any conflict between the provisions hereof 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 provisions of such other deed of trust, mortgage, security interest would constitute agreement, pledge or result in either (x) the abandonment, invalidation or unenforceability instrument of any righttype in respect of such collateral, title or interest of any Grantor therein or (y) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other thanAgent, in each caseits reasonable discretion, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 shall select which provision or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 provisions shall automatically become part of the Collateral and subject to the security interest pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Datecontrol.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.
Appears in 1 contract
Sources: Pledge and Security Agreement (180 Life Sciences Corp.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, each the 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, in all right, title or interest in or to any and all Purchased Assets; the Collection Account, and the cash, investments, and other assets held therein; and any and all of the following assets and properties now owned or at any time hereafter acquired by such the Grantor or in which such the Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral,” and together with the Pledged Collateral, the “Collateral”):
(i) all Accounts;
(ii) all Chattel PaperPaper (whether tangible or electronic);
(iii) all cash and Deposit AccountsCommercial Tort Claims;
(iv) all DocumentsDeposit Accounts, all cash, and all other property from time to time deposited therein and the monies and property in the possession or under the control of the Collateral Agent or any affiliate, representative, agent or correspondent of the Collateral Agent;
(v) all EquipmentDocuments;
(vi) all FixturesEquipment;
(vii) all General Intangibles (including, without limitation, all Payment Intangibles);
(viii) all InstrumentsGoods;
(ix) all Instruments (including, without limitation, Promissory Notes);
(x) all Inventory;
(xxi) all Investment Property;
(xixii) all Letter-of-Credit Rights;
(xiixiii) all Commercial Tort ClaimsSupporting Obligations;
(xiiixiv) all books other tangible and records pertaining intangible personal property of the Grantor (whether or not subject to the Article 9 CollateralNew York UCC), including, without limitation, all bank and other accounts and all cash and all investments therein, all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the property of the Grantor described in the preceding clauses of this Section 3.01 (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by the Grantor in respect of any of the items listed above), and all books, correspondence, files and other Records, including, without limitation, all tapes, disks, cards, Software, data and computer programs in the possession or under the control of the Grantor or any other Person from time to time acting for the Grantor that at any time evidence or contain information relating to any of the property described in the preceding clauses of this Section 3.01 or are otherwise necessary or helpful in the collection or realization thereof; and
(xivxv) to the extent not otherwise includedall Proceeds, including all Cash Proceeds and Noncash Proceeds, and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; provided, however, that 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.
(b) Each The Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to describing the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such the Grantor is an organization, the type of organization 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 relatesit. Each The Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each The Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto describing the Article 9 Collateral 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 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.
(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 the Grantor with respect to or arising out of the Article 9 Collateral.
Appears in 1 contract
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, 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, in and a right to set off against, any and all right, title or and interest of such Grantor in or and to any and all of the following assets and properties personal property of such Grantor, 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”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all cash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsInventory;
(ix) all Inventory;
(x) all Investment Property;
(x) Letter of Credit rights;
(xi) all Letter-of-Credit Rightscommercial tort claims against any Grantor (as identified on Schedule III hereto);
(xii) all Commercial Tort Claims;
(xiii) all books and records pertaining to the Article 9 Collateral;
(xiii) all other personal property of such Grantor of whatever type or description; and
(xiv) to the extent not otherwise included, all Accessions and all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing; provided. Notwithstanding anything to the contrary contained herein, however, that the security interests granted under this Agreement shall not extend to and the definition of Collateral and Article 9 Collateral shall not include, and in no event shall the security interest granted under this Section 4.01 attach to include (Aa) any permit, lease, license, contract, property rights instrument or agreement to which any now or hereafter in effect of a Grantor is a party (or to any of its rights or interests thereunder) if the grant of such a security interest would constitute or result in either (x) the abandonmentsuch permit, invalidation or unenforceability of any right, title or interest of any Grantor therein or (y) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights instrument or agreement in a manner contemplated by this Agreement, under the terms thereof or under applicable Law (including the provisions of Sections 9-407 and 9-408 of the New York UCC), is prohibited and would result in a breach of the terms thereof, the termination thereof or give the other thanparties thereto the right to terminate, in each caseaccelerate 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 portion of such permit, lease, license, contract or instrument that does not result in 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), consequences specified above; and (B) the foregoing exclusion shall not in any Grantorway limit, impair or otherwise affect the Collateral Agent’s directors and officers liability insurance policiescontinuing liens upon rights or interests of the Grantors in or to (I) monies due or to become due in respect of such permit, lease, license, contract or instrument or (CII) any application for registration and all proceeds from the sale, transfer, assignment, license, lease or other disposition of a trademark filed with such permit, lease, license, contract or instrument (provided that this requirement shall not constitute consent by the United States Patent Collateral Agent or any Secured Party to any such sale, transfer, assignment, license, lease or other disposition that is prohibited by the Loan Documents) and Trademark Office on an (b) any 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 United States trademark shall automatically become part of the Collateral and subject applications to the extent that, and solely during the period in which, the grant of a security interest pledged therein would impair the validity or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Dateenforceability of such intent-to-use trademark applications.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the 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 effectPledgor, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. 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 “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 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 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 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.
(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 Collateral.
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 Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”), ) in all right, title 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 Fixtures;
(vii) all General IntangiblesIntangibles (including, without limitation, all Intellectual Property);
(viii) all InstrumentsLicenses;
(ix) all InventoryInstruments (other than Pledged Debt, which is governed by Article II);
(x) all Investment PropertyInventory and all other Goods not otherwise described above;
(xi) all Letter-of-Credit RightsInvestment Property (other than the Pledged Collateral and Pledged Debt, which are governed by Article II);
(xii) all Commercial Tort ClaimsLetters of Credit and Letter of Credit Rights;
(xiii) all Commercial Tort Claims individually in excess of $5,000,000;
(xiv) all books and records, customer lists, credit files, programs, printouts and other computer materials and records pertaining to the Article 9 Collateral; and
(xivxv) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing; provided. Notwithstanding anything to the contrary in this Agreement, howeverthe other Note Purchase Agreement Documents or any Other First Lien Agreement, that this Agreement shall not constitute a grant of a security interest in (and 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 provisions of the UCCNote Purchase Agreement Documents and any Other First Lien Agreement with respect to Collateral need not be satisfied with respect to, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing DateExcluded Assets.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code UCC 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 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 relatesrelates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Collateral granted under this Agreement, including describing such property as “all assets” or “all personal property”. Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other countryoffice) 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 GrantorPledgor in such Pledgor’s U.S. federal issued Patents (and Patents for which applications are pending), U.S. federal registered Trademarks (and Trademarks for which registration applications are pending) and U.S. federal registered Copyrights (and Copyrights for which registration applications are pending), without the signature of any Grantorsuch Pledgor, and naming any Grantor such Pledgor or the Grantors Pledgors as debtors and the Collateral Agent 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 Collateral.9
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the First Lien Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assignsassigns (on behalf of each of the Administrative Agent, for the ratable benefit of the Bank Secured Parties, the Trustee, for the ratable benefit of the Notes Secured Parties and the Authorized Representative (if any), for the ratable benefit of the Additional First Lien Secured Parties (if any)), and hereby grants to the Collateral Agent, its successors and assignsassigns (on behalf of each of the Administrative Agent, for the ratable benefit of the Bank Secured Parties, the Trustee, for the ratable benefit of the Notes Secured Parties and the Authorized Representative (if any), for the ratable benefit of the Additional First Lien Secured Parties (if any)), a security interest (the “Security Interest”), in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all cash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsInventory;
(ix) all Inventory;
(x) all Investment Property;
(xix) all Letter-of-Credit Rights;
(xiixi) all Commercial Tort Claims;
(xiiixii) all books and records pertaining to the Article 9 Collateral; and
(xivxiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; ;
(xiv) provided, however, that notwithstanding any of the other provisions set forth in this Article 9 Collateral shall not includeIII, and in no event shall the security interest granted under this Section 4.01 Article III 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing DateExcluded Collateral.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent (on behalf of each of the Administrative Agent, for the ratable benefit of the Bank Secured Parties, the Trustee, for the ratable benefit of the Notes Secured Parties and the Authorized Representative (if any), for the ratable benefit of the Additional First Lien Secured Parties (if any)), 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 Collateral.9
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may beapplicable, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and Credit Party hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”), ) in all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor Credit Party or in which such Grantor Credit Party now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) the Deposit Accounts and all Accountscash or other assets or proceeds deposited therein;
(ii) all Chattel PaperAgency Collateral;
(iii) all cash MSR Assets, whether or not yet accrued, earned, due or payable, as well as all other present and Deposit Accountsfuture rights and interests of the Credit Parties in MSR Assets;
(iv) all DocumentsIncome in respect of the MSR Assets;
(v) all EquipmentIntellectual Property;
(vi) all FixturesContracts and all Contract Rights;
(vii) all General Intangiblesthe “commercial tort claims” (as defined in the UCC) specified on Schedule IV;
(viii) all Instruments;
(ix) all Inventory;
(x) 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;
(xivix) to the extent not otherwise includedincluded above, any and all other Property held at any time by any of the Credit Parties;
(x) all “accounts,” “chattel paper,” “documents,” “equipment,” “fixtures,” “general intangibles,” “goods,” “instruments,” “inventory,” “investment property,” “letter of credit rights” and “securities accounts” as each of those terms is defined in the UCC and all cash and Cash Equivalents and all products and proceeds relating to or constituting any or all of the foregoing; and
(xi) to the extent not otherwise included above, all Proceeds other assets of each Credit Party (other than Excluded Assets) and all proceeds and products of any and all of the foregoing and all accessions (as such term is defined in the UCC) to any of the foregoing, collateral security security, supporting obligations and guarantees given by any person Person with respect to any of the foregoing; provided. Notwithstanding the foregoing, however, that neither the Article 9 Collateral nor the Pledged Securities shall not includeinclude the following (collectively, and in no event shall the security interest granted under this Section 4.01 attach to “Excluded Assets”):
(Ai) any leaseobligation or property of any kind due from, license, contract, property rights owed by or agreement to which any Grantor is a party (or belonging to any of its rights Sanctioned Person,
(ii) any assets that are subject to a purchase money lien or interests thereunder) if capital lease permitted under the Credit Agreement to the extent the documents relating to such purchase money lien or capital lease would not permit such assets to be subject to the Security Interests created hereby or the grant or perfection of such security interest additional Lien 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 terms of, or constitutes a default under, the documentation governing such Liens or the obligations secured by such Liens,
(iii) any lease, license or other contract, including, without limitation, all Collateral Transaction Documents, if the grant of a security interest therein under the terms thereof or under applicable law, rule or regulation, is prohibited, or would give any other party thereto (other than a Credit Party) the right to terminate such lease, license or other contract,
(iv) any tangible or intangible asset if (but only to the extent that) the grant of a security interest therein would be prohibited by applicable law, rule or regulation, and binding judicial interpretations in connection therewith,
(v) motor vehicles;
(vi) Excluded Property,
(vii) any United States federal intent-to-use Trademark or service m▇▇▇ application prior to the filing of a statement or use or amendment to allege use, or any other intellectual property, to the extent that applicable law or regulation prohibits the creation of a security interest or would otherwise result in the loss of rights from the creation of such security interest or from the assignment of such rights upon the occurrence and continuance of a Default or Event of Default;
(viii) those assets (including, without limitation, MSR Assets) as to which both the Administrative Agent and the Borrower reasonably determine that the cost of obtaining such a security interest or perfection thereof are excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby;
(ix) all Equity Interests in any Excluded Subsidiary described in clauses (a) through (c) of such definition;
(x) with respect to any F▇▇▇▇▇ Mae Designated Loans, any MSR Assets and other assets of WDLLC and WD Capital expressly excluded from the definition of F▇▇▇▇▇ M▇▇ Collateral pursuant to the provisions of Section 8.01(a) or otherwise under any applicable Agency Consent provided by F▇▇▇▇▇ Mae (but only as and to the limited extent, and only for so long as, any such assets are expressly excluded);
(xi) with respect to any F▇▇▇▇▇▇ Mac Designated Loans, all Excluded F▇▇▇▇▇▇ Mac-Related Assets;
(xii) with respect to any G▇▇▇▇▇ M▇▇ Designated Loans, any MSR Assets and other assets of WDLLC and WD Capital expressly excluded from the definition of G▇▇▇▇▇ M▇▇ Collateral pursuant to the provisions of Section 8.03(a) or otherwise under any applicable Agency Consent provided by G▇▇▇▇▇ Mae (but only as and to the limited extent, and only for so long as, any such assets are expressly excluded); and
(xiii) any Equity Interests of each First Tier Foreign Subsidiary in excess of 65% of the outstanding Voting Equity Interests and 100% of the non-Voting Equity Interests of each such First Tier Foreign Subsidiary; provided, that the exclusions in clauses (ii), (iii), and (iv) shall not apply to the extent that, and for so long as (x) such prohibition or restriction is not enforceable or is otherwise ineffective under Applicable Law (including the UCC) or (y) consent to such security interest has been obtained from any applicable third party; provided that (1) nothing in this Agreement or any other Loan Document shall affect, limit, restrict or impair the grant by any Credit Party of a Security Interest in any corresponding account or any corresponding money or other amounts due and payable to any Credit Party or to become due and payable to any Credit Party under any lease, instrument, contract or agreement, a security interest in which is prohibited or restricted as described in clauses (ii), (iii) or (iv) above, unless such security interest in such corresponding account, money or other amount due and payable is also specifically prohibited or restricted by the terms of such lease, instrument, contract or other agreement or such security interest in such corresponding account, money or other amount due and payable would expressly constitute a default under or would expressly grant a party a termination right under any such lease, licenseinstrument, contract, property rights contract or agreement (other thangoverning such right unless, in each case, (x) such prohibition is not enforceable or is otherwise ineffective under Applicable Law (including the UCC) or (y) consent to such security interest has been obtained from any applicable third party; and (2) the extent that Security Interests granted herein shall immediately and automatically attach to and the term “Collateral” shall immediately and automatically include the rights under any such term would be rendered ineffective pursuant lease, instrument, contract or agreement and in any corresponding account, money, or other amounts due and payable 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, (C) any application for registration of a trademark filed with the United States Patent and Trademark Office on an intent-to-use basis until Credit Party at such time (if any) as a statement such prohibition, restriction, event of use default or amendment termination right terminates or is waived or consent to allege use is filed, at which time such trademark shall automatically become part of the Collateral and subject to the security interest pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.has been obtained from any applicable third party;
(b) Each Grantor Pursuant to Section 9-509 of the UCC and any Applicable Law, each Credit Party hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assetsassets other than Excluded Assets” of such Grantor Credit Party or words of such other similar effect, description and (ii) contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor Credit Party is an organization, the type of organization and any organizational identification number issued to such Grantor and (B) Credit Party, in each case so long as such financing statements also contain any language required to be contained therein pursuant to the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesAgency Consents. Each Grantor Credit Party agrees to provide such information to the Collateral Administrative Agent promptly upon request. The authorization granted in this Section 4.01 does not in any way limit the obligations of the Credit Parties set forth in Sections 4.01(e) and 4.03(d). Each Grantor Credit Party also ratifies its authorization for the Collateral Administrative Agent to file in any relevant jurisdiction jurisdictions any initial financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations or amendments thereto if filed thereto. On or prior to the Closing Date, each Credit Party shall indicate on their respective internal records that the Administrative Agent, on behalf of the Secured Parties, has acquired a security interest therein as provided in this Agreement.
(c) Subject to Section 6.19 of the Credit Agreement, on or before the Closing Date (or promptly but in no event more than twenty (20) days after the date hereof. of acquisition thereof if acquired after the Closing Date), the related Credit Party shall provide to the Administrative Agent:
(i) in the case of MSR Assets related to an Agency Contract, an Agency Consent, duly executed by the Administrative Agent, Lenders, the applicable Credit Party and the related Agency; and
(ii) in the case of any MSR Assets (or Deposit Accounts permitted pursuant to Article 8 hereunder with respect to Agency Collateral): (A) a Deposit Account Control Agreement for the Deposit Accounts into which all related Income shall be deposited in accordance with Section 4.06(a), reasonably acceptable to the Administrative Agent and duly executed by the related parties, and (B) in cases where the applicable Credit Party receives payments directly from the obligors on the related Mortgage Loans, an agreement with the lock box/clearing account bank into which such payments are made, pursuant to which such lock box/clearing account bank agrees to sweep all Income related to such Mortgage Loans into a Deposit Account described in clause (A) of this Section 4.01(c)(ii).
(d) Each Credit Party shall, from time to time, at its expense, execute, deliver, file and record all statements, continuation statements, amendments, specific assignments or other instruments or documents and take any other action that may be necessary, or that the Administrative Agent or the Required Lenders, may reasonably request, to create, evidence, preserve, perfect or validate the Security Interest or to enable such requesting party to exercise and enforce its rights hereunder and under the Credit Agreement with respect to any of the Collateral.
(e) The Collateral Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office 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 GrantorCredit Party, without the signature of any GrantorCredit Party, and naming any Grantor Credit Party or the Grantors Credit Parties as debtors and the Collateral Administrative Agent as secured party.
(cf) 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 Credit Party with respect to or arising out of the Article 9 Collateral and notwithstanding anything in this Agreement or any Loan Document to the contrary, (i) each Credit Party shall remain liable to perform all of its duties and obligations under the contracts and agreements included in the Collateral to the same extent as if this Agreement had not been executed, (ii) the exercise by the Administrative Agent or any other Secured Party of any of the rights hereunder shall not release any Credit Party from any of its duties or obligations under the contracts and agreements included in the Collateral, (iii) the Administrative Agent and each other Secured Party shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, and shall not be obligated to perform any of the obligations or duties of any Credit Party thereunder or to take any action to collect or enforce any claim for payment assigned hereunder, and (iv) neither the Administrative Agent nor any other Secured Party shall have any liability in contract or tort for any Credit Party’s acts or omissions.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Walker & Dunlop, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby 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 Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”)) in, 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 cash and Deposit AccountsInventory;
(iv) all DocumentsPayment Intangibles;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) all Instruments;
(ix) all Inventory;
(x) all Investment Property;
(xi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims;
(xiii) all books and records pertaining to any and/or all of the Article 9 Collateral; and
(xivvi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees supporting obligations given by any person Person with respect to any of the foregoing; provided. Anything herein to the contrary notwithstanding, however, that the Article 9 Collateral shall not include, and in no event shall the security interest granted under this Section 4.01 3.01 attach to and the term “Collateral” shall not include (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 and to the extent that the grant of such the security interest would 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 either (x1) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (y2) in a 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, in each case, 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, UCC (or any successor provision or provisions) of the Bankruptcy Code any relevant jurisdiction or otherwiseany other applicable law or principles of equity), (B) any Grantor’s directors and officers liability insurance policies, ; (C) any application Deposit Accounts specifically and exclusively used (1) for registration payroll, payroll taxes, workers’ compensation or unemployment compensation, pension benefits and other similar expenses to or for the benefit of a trademark filed with the United States Patent any Grantor’s employees and Trademark Office on an intent-to-use basis until such time accrued and unpaid employee compensation (if anyincluding salaries, wages, benefits and expense reimbursements), (2) as a statement 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 or amendment to allege use is filedand excise taxes, at customs duties, import duties and independent customs brokers’ charges) for which time such trademark shall automatically any Grantor may become part of the Collateral liable; and subject to the security interest pledged or (D) the Vault Cash Amountsany interest of a Grantor in any “Bank Property” (as defined in that certain Amended and Restated Consumer Credit Card Program Agreement dated November 5, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement 2009, by and between J. ▇. P▇▇▇▇▇ Corporation, Inc. and GE Money Bank (as in effect on the Closing Datedate hereof, the “GE Agreement”)).
(b) Each Grantor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” by any description that reasonably approximates the description of such Grantor or words of similar effect, Collateral contained in this Agreement and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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 relatesGrantor. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon request. .
(c) Each Grantor also ratifies its authorization for the Collateral Administrative 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 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.
(cd) The Security Interest is granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
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, performance in full of the Secured Obligations, including the Guaranteed Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a second-priority security interest (the “Security Interest”)) in, in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all cash and Deposit AccountsDocuments;
(iv) all DocumentsEquipment and Fixtures;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viiivi) all Goods;
(vii) all Instruments;
(ixviii) all Inventory;
(xix) all Investment Property;
(xix) all Letter-of-Credit RightsRights to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of security interests in such Article 9 Collateral is accomplished solely by the filing of a UCC financing statement;
(xii) all Commercial Tort Claims;
(xiiixi) all books and records pertaining to the Article 9 Collateral;
(xii) all Intellectual Property and Licenses;
(xiii) all Commercial Tort Claims listed on Schedule III and on any supplement thereto received by the Administrative Agent pursuant to Section 3.03(g); and
(xiv) to the extent not otherwise included, all Proceeds Proceeds, products, accessions, rents and products profits of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any person Person with respect to any of the foregoing; providedprovided that, howevernotwithstanding anything to the contrary in this Agreement, that (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and (ii) the Article 9 Collateral (nor any defined term therein) shall not include, and in no event shall the security interest granted under this Section 4.01 attach to (A) include 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing DateExcluded Assets.
(b) Each Subject to Section 3.01(e), 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 and continuations thereof that (i) indicate the Article 9 Collateral as “all assetsassets of the debtor, whether now existing or hereafter arising” of such Grantor or words of similar effect, effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the Uniform Commercial Code UCC 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 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 relatesGrantor. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon any reasonable request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral; provided that the foregoing will not limit or otherwise affect the obligations and liabilities of the Grantors to the extent set forth herein and in the other Loan Documents.
(d) Upon three (3) Business Days prior written notice (or, with respect to filings as of the Closing Date, without any such notice) to the applicable Grantor, the Administrative Agent is authorized to file with the USPTO or the USCO (or any successor office) additional documents (including any Intellectual Property Security Agreements and/or supplements thereto) as may be necessary for the purpose of perfecting, confirming, continuing, enforcing (subject to the terms of the Intercreditor Agreements) or protecting the Security Interest in the Registered Intellectual Property Collateral of each Grantor in which a security interest has been granted by each Grantor, and naming any Grantor as debtor and the Administrative Agent as secured party.
(e) Notwithstanding anything to the contrary in the Loan Documents, none of the Grantors shall be required, nor is the Administrative Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Property to the extent required by the Collateral and Guarantee Requirement, (B) filings in United States government offices with respect to Intellectual Property of Grantor as expressly required elsewhere herein, (C) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of Instruments or certificated Pledged Collateral as expressly required and subject to the limitations specified elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any deposit account control agreement, securities account control agreement or any other control agreement with respect to any deposit account, securities account or any other Collateral that requires perfection by
(iii) to take any action (other than the actions listed in clauses (i)(A) and (C) above) with respect to any assets located outside of the United States or any other assets, including any Intellectual Property registered in any non-U.S. jurisdiction (and no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction shall be required), (iv) to perfect in any assets subject to a certificate of title statute or (v) to deliver any Equity Interests except as expressly provided in Section 2.02.
Appears in 1 contract
Sources: Second Lien Security Agreement (Global Eagle Entertainment Inc.)
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, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit obligations of the Secured PartiesCompany under the Loan Documents (the “Obligations”), and the Company hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Buyer a continuing security interest (the “Security Interest”)in, in and 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;
(ii) all Chattel Paper;
(iii2) all cash and cash equivalents;
(3) all Chattel Paper (including Electronic Chattel Paper);
(4) all Contract Rights;
(5) all Deposit Accounts;
(iv6) all Documents;
(v7) all Equipment;
(vi8) all Financial Assets;
(9) all Fixtures;
(vii10) all General Intangibles;
(viii11) all InstrumentsGoods;
(ix12) all Instruments (including, without limitation, all promissory notes and certificated securities);
(13) all Inventory;
(x14) all Investment Property;
(xi15) all Letter-of-Credit Rights;
(xii16) all Commercial Tort ClaimsPayment Intangibles;
(xiii17) all books 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; the Company; and
(xiv21) all capital stock of LipimetiX (as defined below) owned by
(22) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of foregoing. Notwithstanding the foregoing; provided, however, that the Article 9 Collateral Buyer’s security interest in the capital stock of LipimetiX granted hereunder shall not includebe effective unless and until the Buyer executes and delivers to the Company a joinder to the Stockholders Agreement dated, as of June 23, 2015, by and among LipimetiX and the stockholders named therein, agreeing to be bound by the terms of such agreement. Notwithstanding the foregoing, in no event shall the Collateral include, and the Company shall not be deemed to have granted a security interest granted under this Section 4.01 attach to (A) any leasein, 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 terms of, or a default under, any such lease, license, contract, property rights contract or agreement (other thanto which the Company is a party, in each case, but only to the extent that any such term would be rendered ineffective pursuant to Sections 9-406a grant would, 9-407under the terms of such license, 9-408 contract or 9-409 agreement, result in a breach of the UCC, any provision of the Bankruptcy Code terms thereof or otherwise), (B) any Grantor’s directors constitute a default thereunder. The parties hereto hereby acknowledge and officers liability insurance policies, (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 agree that the security interest pledged created hereby in the Collateral constitutes continuing collateral security for all of the Obligations, whether now existing or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Datehereafter arising.
(bii) Each Grantor hereby irrevocably authorizes The Company covenants that, so long as any of the Collateral Agent at any time Obligations remain outstanding, the Company will execute and deliver to the Buyer and/or file such agreements, assignments or instruments and do all such other things as the Buyer may reasonably deem necessary or appropriate (a) to assure to the Buyer its security interests hereunder are perfected, including such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Buyer may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and any other personal property security legislation in the appropriate state(s) or jurisdiction(s), and (b) to otherwise protect and assure the Buyer of its rights and interests hereunder. The Company hereby authorizes the Buyer to prepare and file in any relevant jurisdiction any initial such financing statements (including fixture filingscontinuation statements) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereof or supplements thereto if filed prior or other instruments as the Buyer may from time to time deem necessary or appropriate in order to perfect and maintain the date hereof. The Collateral Agent is further authorized to file security interests granted hereunder in accordance 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 or the Grantors as debtors and the Collateral Agent as secured partyUCC.
(ciii) The Security Interest is granted Company covenants that, so long as security only and shall not subject any of the Obligations remain outstanding, the Company will defend its interests in the Collateral Agent against the claims and demands of all other parties claiming an interest therein and keep the Collateral free from all Liens, except for the security interests granted hereunder and for Permitted Liens (as defined herein). “Lien” shall mean any mortgage, security interest, lien, claim, charge, encumbrance on, pledge or any deposit of, or conditional sale or other Secured Party title retention agreement with respect to, any property (real or in any way alter personal) or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateralasset.
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Securities Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”), ) in all right, title 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 (excluding any property specifically excluded pursuant to this Section 4.01(a), 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 FixturesGeneral Intangibles;
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsIntellectual Property;
(ix) all Inventory;
(x) all Investment Property;
(xi) all Letter-of-Letter of Credit Rights;
(xii) all Commercial Tort ClaimsClaims as described on Schedule II hereto;
(xiii) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xiv) all books and records pertaining to the Article 9 Collateral; and
(xivxv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; provided.
(a) any asset (including vehicles) covered by a certificate of title or ownership, howeverwhether now owned or hereafter acquired, to the extent that the Article 9 Collateral shall not include, and in no event shall the a security interest granted under this Section 4.01 attach to therein can not be perfected by the filing of UCC financing statements in the jurisdiction of organization of the applicable Pledgor, (Ab) [reserved], (c) [reserved], (d) any leaseLetter 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 excluded from the pledge made pursuant to Section 3.01(a) hereof pursuant to the proviso to such Section, (f) any Pledgor’s right, title or interest in any license to which such Pledgor is a party or any of its right, title or interest thereunder to the extent it grants Pledgor a license to use any copyrights, trademarks, patents or other forms of intellectual property and prohibits the grant of a security interest therein to the Agent; (g) any Pledgor’s right, title or interest in any license, contract, property rights contract or agreement to which any Grantor such Pledgor is a party (or to any of its rights right, title or interests thereunder) if interest thereunder to the extent, but only to the extent, that such a grant would violate the terms of such security interest would constitute license, contract or agreement, or result in either (x) a breach of the terms of, or constitute a default under, or result in 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 terms of, or a default under, any such lease, license, contract, property rights contract or agreement to which such Pledgor is a party (other than, in each case, than to the extent that any such term would be rendered ineffective pursuant to Sections Section 9-406406(d), 9-407407(a), 9-408 or 9-409 of the UCC, New York UCC or any provision other applicable law or regulation (including Title 11 of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (C) any application for registration of a trademark filed with the United States Patent Code) or principles of equity); provided that, immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and Trademark Office 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; and (h) any assets owned on or acquired after the Issue Date, to the extent that, and for so long as, granting a security interest therein would violate applicable law or regulation or an intentenforceable contractual obligation (after giving effect to Section 9-to406(d), 9-use basis until such time (if any) as a statement of use 407(a), 9-408 or amendment to allege use is filed, at which time such trademark shall automatically become part 9-409 of the Collateral Uniform Commercial Code and other applicable law) binding (1) on assets acquired after the Issue Date 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 and (2) on any assets owned on the Issue Date or acquired after the Issue Date that are subject to a Permitted Lien specified in clause (3) of the definition of “Permitted Lien”; 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 pledged or (D) the Vault Cash Amountsin, all such assets as if such provision had never been in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Dateeffect.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor Pledgor is an organization, the type of organization and any organizational identification number issued to such Grantor Pledgor and (Bii) a description of collateral that describes such property in any other manner as the Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relatesgranted under this Agreement, including describing such property as “all assets” or “all property” or words of similar effect. Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior Subject to the date hereof. The Collateral terms of the Intercreditor agreement, the 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 countryoffice) such documents as may be necessary or advisable directed in accordance with the Indenture for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each GrantorPledgor, without the signature of any Grantorsuch Pledgor, and naming any Grantor such Pledgor or the Grantors Pledgors as debtors and the Collateral Agent as secured party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in any Article 9 Collateral of such Pledgor constituting Patents, Trademarks or Copyrights unless required by the Agent when instructed in accordance with the Indenture.
(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 Collateral.
Appears in 1 contract
Sources: Collateral Agreement (Aeroways, LLC)
Security Interest. (a) As collateral security for the payment or performanceCompany’s obligations pursuant to this Note, as the case may beCompany hereby pledges, assigns and transfers to the Holder a first priority security interest in full and collateral assignment of the Obligations, 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 all Company’s right, title or and interest in or and to any and all of the following assets Company’s tangible and properties intangible property, including the following, whether now owned or at any time hereafter acquired by such Grantor now due, or in which such Grantor now the Company has an interest, or hereafter, at any time in the future may acquire future, acquired, arising or to become due, or in which the Company obtains an interest, and all products, proceeds, replacements, substitutions and accessions of or to any right, title or interest of the following (collectively, the “Article 9 Collateral”):
(i) all Accountsequipment and all warranties, express or implied, related thereto;
(ii) all Chattel Paperaccounts and accounts receivable;
(iii) all cash and Deposit Accountsinventory;
(iv) all Documentscontract rights;
(v) all Equipmentlicenses, permits and approvals by any governmental authority;
(vi) all Fixturesgeneral intangibles (including payment intangibles, software, trademarks, patents, copyrights or other intellectual property rights of the Company);
(vii) all General Intangiblesequipment (including all machinery, furniture, and fixtures);
(viii) all Instrumentsgoods;
(ix) all Inventorychattel paper (whether tangible or electronic);
(x) all Investment Propertyfixtures;
(xi) all Letter-of-Credit Rightsinvestment property (including all financial assets, certificated and uncertificated securities, securities accounts and security entitlements);
(xii) all Commercial Tort Claimsletter-of-credit rights;
(xiii) all books rights under judgments and all commercial tort claims;
(xiv) all books, records and information relating to the Collateral and/or to the operation of the Company’s business and all rights of access to such books, records and information and all property in which such books, records and information are stored, recorded and maintained;
(xv) all insurance proceeds, refunds and premium rebates, including proceeds of fire and credit insurance, whether any of such proceeds, refunds and premium rebates arise out of any of the foregoing or otherwise;
(xvi) all liens, guaranties, rights, remedies and privileges pertaining to any of the Article 9 Collateralforegoing; and
(xivxvii) to the extent not otherwise included, all Proceeds proceeds and products of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by replacements for, and rents, profits and products of, each of the foregoing, and any person and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Company from time to time with respect to any of the foregoing; provided.
(b) Notwithstanding anything herein to the contrary, however, that the Article 9 Collateral shall not include, and in no event shall the Collateral include, and the Company shall be deemed not to have granted a security interest granted under this Section 4.01 attach to (A) any leasein, 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 Company’s right, title or and interest in the issued and outstanding equity interests of any Grantor therein or (y) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing DateLlama Productions LLC.
(bc) Each Grantor hereby irrevocably The Company authorizes the Collateral Agent at any time and from time to time Holder to file or cause to be filed one or more financing statements, amendments to financing statements, continuations to financing statements, in lieu financing statements, and other similar filings with any relevant jurisdiction any initial financing statements filing or recording office for the purpose of perfecting or continuing the perfection of or otherwise establishing ▇▇▇▇▇▇’s security interest in the Collateral.
(including fixture filingsd) with respect So long as this Note remains outstanding, the Company agrees to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate do, observe and perform or cause to be done, observed and performed all of its obligations and all matters and things necessary to be done, observed and performed for the Article 9 purpose of maintaining the Collateral as “in good condition, including complying with and maintaining in effect all assets” of such Grantor or words of similar effectlicenses, approvals and permits and all contracts and contract rights related to the Collateral and (ii) contain upon the information required by Article 9 reasonable request of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement Holder, execute and deliver such further instruments and do or amendment, including (A) whether cause to be done such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents acts as may be necessary or advisable for to carry out the purpose intent and purposes 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.
(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 this Note with respect to or arising out of the Article 9 Collateral.
Appears in 1 contract
Sources: Secured Convertible Note (Genius Brands International, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby 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 Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”), in all right, title or interest in or to any and all of the following assets and properties 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 cash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsInventory;
(ix) all Inventory;
(x) all Investment Property;
(xix) all Letter-of-Credit Rights;
(xiixi) all Commercial Tort ClaimsClaims set forth on the Perfection Certificate, as the same may be supplemented from time to time;
(xiiixii) all books and records pertaining to the Article 9 Collateral; and
(xivxiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; provided.
(b) Notwithstanding anything herein to the contrary, however, that the Article 9 Collateral shall not include, and in no event shall the Pledged Collateral or Article 9 Collateral include, and no Grantor shall be deemed to have granted a security interest granted hereunder or under this Section 4.01 attach to any other Loan Document in, any (AI) any leaseGeneral Intangible, Instrument, license, contractproperty right, property rights permit or any other contract or agreement to which any a Grantor is a party (or to any of its rights or interests thereunder) thereunder if and for so long as the grant of such security interest would shall constitute or result in either (x) the abandonment, invalidation invalidation, voiding or unenforceability of any right, title or interest of any the Grantor therein or (including in any Trademark application filed on an intent to use basis until the filing and acceptance of a statement of use), (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, any such leaseGeneral Intangible, Instrument, license, contractproperty right, property rights permit or any other contract or agreement (other than, in each case, than to the extent that any such term would be rendered ineffective pursuant to Sections Section 9-406, 9-407, 9-408 or 9-409 of the UCCNew 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 provision portion of such General Intangible, Instrument, license, property right, permit or any other contract or agreement that does not result in any of the Bankruptcy Code or otherwiseconsequences specified in the immediately preceding clause (x), (By) 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) the Equity Interests in any Unrestricted Subsidiary or any Foreign Subsidiary that is not a first tier Foreign Subsidiary, (IV) the Equity Interests of any Foreign Subsidiary to the extent the grant of any security interest therein would require the approval of any Governmental Authority, (V) Equity Interests of any Person other than wholly-owned Subsidiaries of the Loan Parties to the extent not permitted by the terms of such Person’s organizational documents or any joint venture agreement, shareholders agreement or equivalent document relating to such Person, (VI) Equity Interests of any Receivables Subsidiary to the extent not permitted by either the terms of such Receivables Subsidiary’s organizational documents or the terms of any applicable Qualified Receivables Facility, (VII) any Grantor’s directors and officers liability insurance policiesvehicle or other asset subject to certificate of title, (CVIII) owned real property with a value (together with improvements thereof and any related mineral rights owned by any Loan Party intended to be accessed through such real property) of less than $10,000,000 and all leasehold interests, (IX) any application 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 such Lien is granted (or the documentation providing for registration 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 (X) to the extent applicable law requires that a Subsidiary of such Grantor issue directors’ qualifying shares, such shares or nominee similar shares, (XI) any assets (including Capital Stock) to the extent that such grant of a trademark filed security interest is prohibited by any applicable law, treaty, rule or regulation, (XII) any Excluded Deposit Accounts and (XII) any assets with respect to which the United States Patent and Trademark Office on an intent-to-use basis until such time (if any) as Administrative Agent shall reasonably determine that the cost of creating and/or perfecting a statement of use or amendment to allege use security interest therein is filed, at which time such trademark shall automatically become part of the Collateral and subject excessive in relation to the security interest pledged or benefit to the Secured Parties (D) the Vault Cash Amountscollectively, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date“Excluded Collateral”).
(bc) Each Grantor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Administrative Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Administrative Agent is further authorized to file with the United States Patent and Trademark Office or 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 any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Administrative Agent as secured party.
(cd) The Security Interest and the security interest granted pursuant to Article III 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 Collateral.
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, each Subsidiary Grantor hereby assigns and pledges to the Collateral AgentTrustee, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral AgentTrustee, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “"Security Interest”)") in, in all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Subsidiary Grantor or in which such Subsidiary Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 "Collateral”"):
(i) all AccountsAccounts Receivable;
(ii) all Chattel Paper;
(iii) all cash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsInventory;
(ix) all InventoryIntellectual Property;
(x) all Investment Property;
(xi) all Letter-of-Credit Rightscredit rights;
(xii) all Commercial Tort Claimscommercial tort claims, if any;
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xiv) to the extent not otherwise includedincluded above, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing; provided, however, that notwithstanding anything herein to the Article 9 Collateral shall not includecontrary, and in no event shall the security interest granted under this Section 4.01 hereunder attach to to, and Collateral shall not include (Aa) any lease, license, contract, property rights or agreement to which any the Grantor is a party (or to any of its rights or interests thereunder) thereunder if the grant of such security interest would shall constitute or result in either (xi) the abandonment, invalidation or unenforceability of any right, title or interest of any the Grantor therein or (yii) in a breach or termination termination, pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other thanexcept, in each case, to the extent that the UCC invalidates such provisions, or (b) any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 motor vehicles evidenced by a certificate of title. Without limiting the generality of the UCCforegoing, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged granted hereunder shall not attach to, and Collateral shall not include any interest in (a) Roosevelt Associates General Partnership, Kent-Meridian Disposal Company Joint Venture, Foothills Sanitary Landfill, Inc. and BFGSI Series 1997-A Trust (or any assets or property of any of them) or (Db) Congress Development Co., Ecosort, L.L.C., ▇▇▇▇▇▇ Resources Recovery Facility, LLC and Evergreen National Indemnity Company if (i) such grant of a security interest, without the Vault Cash Amountsconsent of a third party, in an aggregate principal amount not would constitute a breach or default under, or cause or permit the acceleration of the obligations under, any applicable agreement or contract to exceed $1,097,341.95 under which any such Person is a party and (ii) AWNA has been unable, after using commercially reasonable efforts, to obtain such consent within 60 days after the Vault Cash Agreement in effect on the Closing Restatement Effective Date.
(b) Each Subsidiary Grantor hereby irrevocably authorizes the Collateral Agent Trustee at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and amendments thereto with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Subsidiary Grantor is an organization, the type of organization 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 relatesSubsidiary Grantor. Each Subsidiary Grantor agrees to provide such information to the Collateral Agent Trustee promptly upon request. Each Subsidiary Grantor also ratifies its authorization for the Collateral Agent Trustee to file in any relevant jurisdiction any initial financing statements or amendments thereto if with respect to the Collateral that were filed prior to the date hereofRestatement Effective Date. The Collateral Agent Trustee 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 other documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Subsidiary Grantor, without the signature of any Subsidiary Grantor, and naming any Subsidiary Grantor or the Subsidiary Grantors as debtors and the Collateral Agent Trustee 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 Collateral.
Appears in 1 contract
Sources: Shared Collateral Security Agreement (Allied Waste North America Inc/De/)
Security Interest. (a) As security for the payment or performance, as the case may be, and performance in full of the Secured Obligations, each the 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 Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”), ) in all right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such the Grantor or in in, to or under which such the Grantor now has or at any time in the future hereafter may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all cash cash, Cash Equivalents and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vi) all FixturesGeneral Intangibles, including all Intellectual Property and Intellectual Property Licenses;
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsInventory;
(ix) all Inventoryother Goods;
(x) all Investment PropertyProperty and Securities Accounts;
(xi) all Letter-of-Credit Rights;
(xii) all Commercial Tort ClaimsClaims described on Schedule III, as such schedule may be supplemented from time to time pursuant to Section 4.02(e);
(xiii) all Fixtures;
(xiv) all books and records pertaining to the Article 9 Collateral;
(xv) the Assigned Agreements; and
(xivxvi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing; provided, however, provided that 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 Article 9 Collateral (or to any category of its rights Article 9 Collateral or interests thereunderdefined term included within Article 9 Collateral) if the grant of such security interest would constitute or result in either (x) the abandonment, invalidation or unenforceability of include any right, title or interest of any Grantor therein or (y) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing DateExcluded Property.
(b) Each The Grantor hereby irrevocably authorizes the Collateral Administrative Agent (or its designee) at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such the Grantor or words of similar effect, effect or of a lesser scope or with greater detail and (ii) contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such the Grantor is an organization, the type of organization and any organizational identification number issued to such the 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. Each The Grantor agrees to provide the information required for any such information filing to the Collateral Administrative Agent promptly upon request. Each The Grantor also ratifies its authorization for the Collateral Administrative Agent (or its designee) to file in any relevant jurisdiction any initial financing statements or amendments thereto with respect to the Article 9 Collateral or any part thereof naming the Grantor as debtor and the Administrative Agent as secured party, if filed prior to the date hereof. The Collateral Administrative Agent (or its designee) is further authorized by the Grantor to file with the United States Patent and Trademark Office or the United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each the Grantor, without the signature of any the Grantor, and naming any the Grantor or the Grantors as debtors debtor and the Collateral Administrative Agent as secured party.
(c) The Security Interest is and the security interests granted pursuant to Article III are granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any the Grantor with respect to or arising out of the Article 9 Collateral.
Appears in 1 contract
Sources: Pledge and Security Agreement (Madison Square Garden Entertainment Corp.)
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 Notes Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Indenture Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Indenture Secured Parties, a security interest (the “Security Interest”), ) in all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor 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 AccountsDocuments;
(iv) all DocumentsEquipment;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viiivi) all Instruments;
(ixvii) all Inventory;
(xviii) all Investment Property;
(xiix) all Letter-of-Letter of Credit Rights;
(xiix) all Commercial Tort Claims;
(xiiixi) other 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
(xivxiii) to the extent not otherwise included, all Proceeds proceeds (including cash and Deposit Accounts), Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; provided. Notwithstanding anything to the contrary in this Agreement, however, that the Article 9 Collateral this Agreement shall not include, and in no event shall the constitute a grant of a security interest granted under this Section 4.01 attach to in (Aa) any leasevehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired, (b) any assets (including Equity Interests), whether now owned or hereafter acquired, with respect to which the Collateral Requirement or the other paragraphs of Section 3.06 hereof would not be required to be satisfied by reason of Section 3.06(f) hereof if hereafter acquired, (c) any property excluded from the definition of Pledged Collateral by virtue of the proviso to Section 2.01 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, property rights contract or agreement to which any Grantor such Pledgor is a party (or to any of its rights right, title or interests thereunder) if interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such security interest would license, contract or agreement, result in a breach of the terms of, or constitute a default under, 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 terms of, or a default under, any such lease, license, contract, property rights contract or agreement to which such Pledgor is a party (other than, in each case, than to the extent that any such term would be rendered ineffective pursuant to Sections Section 9-406, 9-407, 9-408 or 9-409 of the UCCNew York UCC or any other applicable law (including, any provision without limitation, Title 11 of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (C) any application for registration of a trademark filed with the United States Patent Code) or principles of equity); provided that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and Trademark Office on an intent-to-use basis until such time 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, and (f) any Equipment owned by any Pledgor that is subject to a purchase money lien or a Capital Lease Obligation if anythe 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 statement of use or amendment to allege use is filed, at which time such trademark shall automatically become part of the Collateral and subject condition to the creation of any other security interest pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Datesuch Equipment.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor Pledgor is an organization, the type of organization 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. ; and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property.” Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other countryoffice) 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 GrantorPledgor, without the signature of any Grantorsuch Pledgor, and naming any Grantor such Pledgor or the Grantors Pledgors as debtors and the Collateral Agent as secured party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in any Article 9 Collateral of such Pledgor constituting Patents, Trademarks or Copyrights unless required by the Collateral Agent in its reasonable discretion.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Indenture 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 Collateral.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, 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, 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 "ARTICLE 9 Collateral”COLLATERAL"):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all cash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsInventory;
(ix) all Inventory;
(x) all Investment Property;
(x) all letter-of-credit rights;
(xi) all Letter-of-Credit Rightscommercial tort claims specified on Schedule V;
(xii) all Commercial Tort Claims;
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xivxiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing; providedPROVIDED that, howeverfor the avoidance of doubt, that the Article 9 Collateral foregoing shall not include, and in no event shall the security interest granted under this Section 4.01 attach to include (A) any lease, license, contract, property rights or agreement to asset in which any a Grantor is has a party (or to any of its rights or interests thereunder) if the grant of such security leasehold 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 terms of, or a default under, any such lease, license, contract, property rights or agreement capital lease (other than, as determined in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwiseaccordance with GAAP), (B) any Grantor’s directors asset of any Subsidiary acquired by any Grantor after the date hereof which is not permitted to be pledged hereunder pursuant to any Indebtedness of such Subsidiary existing prior to such acquisition and officers liability insurance policies, permitted by the Credit Agreement or (C) any application for registration Collateral not permitted to be pledged by any Grantor pursuant to a non-assignment provision that is not rendered ineffective by the New York UCC; PROVIDED FURTHER that in the case of a trademark filed with the United States Patent and Trademark Office on an intent-to-use basis until such time this clause (if any) as a statement of use or amendment to allege use is filedC), at which time such trademark shall automatically become part of the Collateral and subject to the security interest pledged or (D1) the Vault Cash Amounts, in an aggregate principal amount Grantor shall have used its commercially reasonable efforts to permit the pledge of any such Collateral pursuant to this Agreement and (2) the fair market value of any such Collateral excluded from the Article 9 Collateral pursuant to this clause (C) shall not to exceed $1,097,341.95 under the Vault Cash Agreement 250,000 in effect on the Closing Dateany fiscal year of such Grantor.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Aa) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Wilmar Holdings Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each 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, 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 cash and Deposit AccountsDocuments;
(iv) all DocumentsEquipment;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viiivi) all Instruments;
(ix) all Inventory;
(x) all Investment Property;
(xi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims;
(xiiivii) 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 and all Securities Accounts;
(xiv) all Intellectual Property Collateral;
(xv) all Inventory;
(xvi) all Investment Property; and
(xivxvii) to the extent not otherwise included, all Books and Records and all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing; provided, however, provided that the Article 9 Collateral (i) this Agreement shall not include, and in no event shall the constitute a grant of security interest granted under this Section 4.01 attach to (A) in any lease, license, contract, property rights or agreement to which any Grantor is a party (or to any trademark application filed in the United States Patent and Trademark Office on the basis 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors “intent to use” such ▇▇▇▇ and officers liability insurance policies, (C) any application for registration which a form evidencing use of a trademark the ▇▇▇▇ has not yet been filed with the United States Patent and Trademark Office on an intent-to-use basis until such time (if any) as Office, to the extent that granting a statement of use or amendment to allege use is filed, at which time security interest in such trademark application prior to such filing would adversely affect the enforceability or validity of such trademark application or any registration that issues therefrom under applicable federal law and (ii) notwithstanding anything to the contrary in this Agreement, this Agreement shall automatically become part not constitute a grant of the Collateral a security interest in (A) motor vehicles and other assets subject to certificates of title except to the extent perfection of a security interest pledged or therein may be accomplished by filing of financing statements in appropriate form in the applicable jurisdiction under the UCC, (B) commercial tort claims in amounts less than $10,000,000, (C) the Excluded Equity Interests, (D) any property or assets owned by any Foreign Subsidiary or an Unrestricted Subsidiary, (E) any Excluded Equipment; (F) any Excluded Contract, (G) Excluded Accounts, (H) Letter of Credit Rights, other than Letter of Credit Rights that are Supporting Obligations, (I) assets as reasonably determined by the Vault Cash AmountsCompany to the extent obtaining a security interest in such assets or perfection thereof would result in costs or consequences (including as a result of Section 956 of the Code or any similar law, rule or regulation in an aggregate principal amount not any applicable jurisdiction) that are excessive in relation to exceed the value to the Holders of the security to be afforded thereby, (J) Accounts of Account Debtor subject to Factoring Agreements and (I) proceeds and products from any and all of the foregoing excluded assets described in clauses (i) and (ii)(A) through (J), unless such proceeds or products would otherwise constitute Collateral (the items referred to in clauses (i) and (ii), being collectively referred to as the “Excluded Assets”). Each Grantor shall, if requested to do so by the Collateral Agent, use commercially reasonable efforts to obtain any such required consent referred to above that is reasonably obtainable with respect to Collateral which the Collateral Agent reasonably determines to be material. In addition, no Grantor shall be required (i) to take actions to perfect security interests in commercial tort claims in amounts less than $1,097,341.95 10,000,000 or Letter of Credit Rights (other than Letter of Credit Rights to the extent perfection of a security interest therein may be accomplished by filing of financing statements in appropriate form in the applicable jurisdiction under the Vault Cash Agreement in effect on UCC), (ii) to take actions to perfect by Control other than with respect to the Closing DatePledged Collateral and as set forth clause (e) below or (iii) take any actions under any laws outside of the United States to grant, perfect or enforce any security interest.
(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 effecteffect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide copies of such information financing statements to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured partyfiling.
(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 Collateral.9
Appears in 1 contract
Sources: Security Agreement (Dominion Textile (Usa), L.L.C.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the 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 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 cash and Deposit AccountsCommercial Tort Claims;
(iv) all Documents;
(v) all Equipment;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsInventory;
(ix) all Inventory;
(x) all Investment Property;
(xix) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims;
(xiiixi) all books and records pertaining to the Article 9 Collateral; and
(xivxii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; provided. Notwithstanding the foregoing, however, that the Article 9 Collateral shall not includeinclude any of the following assets now owned or hereafter acquired which would otherwise be included in the Article 9 Collateral:
(i) any vehicle covered by a certificate of title or ownership,
(ii) any real property held by the Borrower or any Guarantor as a lessee under a lease,
(iii) assets sold to a person which is not a Grantor in compliance with the Credit Agreement,
(iv) assets owned by a Guarantor after the release of the guarantee of such Guarantor pursuant to Section 7.15,
(v) assets subject to a Lien permitted by clauses (g), (h), (i) and (r) of the definition of “Permitted Liens” set forth in no event shall the Credit Agreement and
(vi) assets which contain a valid and enforceable prohibition on the creation of a security interest granted under this Section 4.01 attach to (A) any lease, license, contract, property rights or agreement to which any Grantor therein so long as such prohibition remains in effect and 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to valid and effective notwithstanding Sections 9-406, 9-407, 9-408 or and 9-409 of the UCCapplicable Uniform Commercial Code; provided that, any provision upon the reasonable request of the Bankruptcy Code Agent, the Borrower shall, and shall cause any applicable Grantor to, use commercially reasonable efforts to have waived or otherwise), eliminated such provision.
(Bvii) any property excluded from the definition of Pledged Collateral by virtue of the proviso to Section 3.01 hereof,
(viii) 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 and to a person that is not a Grantor’s directors and officers liability insurance policies, ,
(Cix) any asset of a Controlled Foreign Subsidiary (within the meaning of Treasury Regulation § 1.956-2(c)(2) or any successor provision thereto) or a subsidiary of a Controlled Foreign Subsidiary,
(x) any application for a Trademark registration of a trademark filed with the United States Patent and Trademark Office on an intent-to-use basis until such time (if anypursuant to Section 1(b) 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 L▇▇▇▇▇ Act (“Intent to Use Application”) prior to the security interest pledged filing with and acceptance by the United States Patent and Trademark Office of a Statement of Use (as described in Section 1(d) of the L▇▇▇▇▇ Act) or an Amendment to Allege Use (Das described in Section 1(c) of the Vault Cash AmountsL▇▇▇▇▇ Act), in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Dateand
(xi) deposit accounts.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the 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, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the ObligationsObligations and subject to Section 4.01(d), each Grantor hereby assigns and pledges grants to the Collateral Administrative 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 and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in in, to or under which such Grantor now has or at any time in the future hereafter may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper (including Electronic Chattel Paper);
(iii) all cash, cash equivalents and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles, including all Intellectual Property;
(viii) all Instruments;
(ix) all Inventory;
(x) all other Goods;
(xi) all Investment Property;
(xixii) all Letter-of-Credit Rightsrights and Supporting Obligations;
(xiixiii) all Securities Accounts and Commodities Accounts and all assets on deposit therein;
(xiv) all Commercial Tort ClaimsClaims specifically described on Schedule IV, as such schedule may be supplemented from time to time pursuant to Section 4.02(f);
(xiiixv) all books and records pertaining to the Article 9 Collateral; and
(xivxvi) to the extent not otherwise included, all accessions to, substitutions for, and all replacements, products and Proceeds and products of any and all of the foregoing foregoing, including proceeds of and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Collateral, and all collateral security and guarantees given by any person Person with respect to any of the foregoing; provided, however, that 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.
(b) Each Grantor hereby irrevocably authorizes the Collateral Administrative Agent (or its designee) at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” , whether now owned or at any time hereafter acquired, of such Grantor or words of similar effecteffect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Administrative Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Administrative Agent (or its designee) 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 or the Grantors as debtors and the Collateral Administrative Agent as secured party.
(c) The Security Interest is and the security interest granted pursuant to Article III are granted as security only and shall not subject the 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 Collateral.
(d) Notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to (i) any assets if, to the extent and for so long as the grant of a Lien thereon to secure the Obligations is prohibited by any Requirements of Law or contract (so long as any contractual restriction is not incurred in contemplation of such entity becoming a subsidiary of Holdings) (other than to the extent that any such prohibition would be rendered ineffective pursuant to any other applicable Requirements of Law, including pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC); provided that such security interest shall attach immediately at such time as the condition causing such prohibition shall no longer exist and, to the extent severable, shall attach immediately to any portion of such asset that does not result in such prohibition, (ii) any Excluded Equity Interests, (iii) any motor vehicles owned or any other assets subject to certificates of title, to the extent that a security interest therein cannot be perfected by the filing of a Uniform Commercial Code financing statement, (iv) any intent-to-use trademark application, (v) Letter-of-Credit rights to the extent that a security interest therein cannot be perfected by the filing of a Uniform Commercial Code financing statement and Commercial Tort Claims, in each case with a value, as reasonable determined by the Company, of less than $1,000,000, (vi) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby (other than to the extent that any such prohibition would be rendered ineffective pursuant to any other applicable Requirements of Law, including pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC), (vii) any leasehold interest to the extent that a security interest therein cannot be perfected by the filing of a Uniform Commercial Code financing statement, (viii) any foreign intellectual property; (ix) any assets to the extent that such security interests would result in material adverse tax consequences to the Company and its Subsidiaries, taken as a whole, as reasonably determined in good faith by the Company and (x) any assets as to which the Administrative Agent and the Company reasonably determine that the costs of obtaining such security interests in such assets or perfection thereof are excessive in relation to the benefit to the Lenders of the security to be afforded thereby (the items referred to in clauses (i) through (x) above 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
Sources: Guarantee and Collateral Agreement (Affinia Group Intermediate Holdings 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, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”), ) in all right, title 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 FixturesGeneral Intangibles;
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsInventory;
(ix) all Inventory;
(x) all Investment Property;
(x) all Letter of Credit Rights;
(xi) all Letter-of-Credit RightsIntellectual Property;
(xii) all Commercial Tort Claims, including, without limitation, those described on Schedule V hereto;
(xiii1) Securities Accounts, (2) Investment Property credited to Securities Accounts or Deposit Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in any Securities Account or Deposit Account and (4) all other Money in the possession of the Collateral Agent;
(xiv) all books and records Records pertaining to the Article 9 Collateral; and
(xivxv) to the extent not otherwise includedall Proceeds, all Proceeds Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; provided, however, that 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.
Appears in 1 contract
Sources: Abl Guarantee and Collateral Agreement (Smart & Final Stores, 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 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, 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 and Deposit Accounts;
(ii) all Chattel Paper;
(iii) all cash and Deposit AccountsDocuments;
(iv) all DocumentsEquipment;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viiivi) all Goods;
(vii) all Instruments;
(ixviii) all Inventory;
(xix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claimscash and Cash Equivalents and Deposit Accounts;
(xiii) all books Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule III and records pertaining on any supplement thereto received by the Collateral Agent pursuant to the Article 9 CollateralSection 3.03(f); and
(xivxv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, Security Entitlements, collateral security and guarantees given by any person Person with respect to any of the foregoing; providedprovided that, howevernotwithstanding anything to the contrary in this Agreement, that the no security interest is or will be granted pursuant hereto in, and “Article 9 Collateral 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 include any right, title or interest of any Grantor therein or (y) in a breach or termination pursuant any Excluded Property, nor shall any Grantor be required to the terms of, or a default under, take any action with respect to perfection in any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing DateExcluded 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 (after prior review by the Borrower) to file in any relevant jurisdiction any initial financing statements (including fixture filings) or continuation statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate describe the collateral covered thereby in any manner that the Administrative Agent or Collateral 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 or all personal property of such Grantor or words of similar effect, effect and (ii) contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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 relatesGrantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.9
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may beapplicable, in full of the Second-Lien Notes Obligations, 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 permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”), in all right, title or interest in or to any and all of the following assets and properties 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 (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(iii) all cash and Deposit Accounts;
(iv) all DocumentsDocuments (other than title documents with respect to Vehicles);
(v) all EquipmentGoods;
(vi) all FixturesEquipment;
(vii) all General Intangibles;
(viii) all Instruments;
(ix) all Inventory;
(x) all Investment Property;
(xi) all Letter-of-Letter of Credit Rights;
(xii) all Commercial Tort ClaimsIntellectual Property, together with all causes of action arising prior to or after the date hereof for infringement of any of the Intellectual Property or unfair competition regarding the same;
(xiii) all Permits;
(xiv) all Contracts and all Contract Rights;
(xv) the Commercial Tort Claims set forth on Schedule 4.02(e) hereto or disclosed in writing to the Collateral Agent from time to time pursuant to Section 4.04(a) hereof;
(xvi) all books and records pertaining to the Article 9 Collateral;
(xvii) all Software, including all databases; and
(xivxviii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security security, supporting obligations and guarantees given by any person Person with respect to any of the foregoing; provided. Notwithstanding the foregoing, however, that the Article 9 Collateral shall not include, and in no event shall the security interest granted under this Section 4.01 attach to include (Ai) any leaseproperty, licenseGeneral Intangibles or other rights arising under leases, contractlicenses, property rights contracts, agreements or agreement to which any Grantor is a party (or to any of its rights or interests thereunder) if other documents for so long as the grant of such security interest would shall constitute or result in either (xA) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or Assignor therein, (yB) in a breach or termination pursuant to the terms of, or a default under, any such General Intangible, lease, license, contract, property rights agreement or agreement other document, (C) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than, in each case, than to the extent that any such term would be specified in clause (A), (B) or (C) above is rendered ineffective pursuant to Sections 9-406, 9-9 407, 9-408 or 9-409 of the UCCNew York UCC (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including the Bankruptcy Code) or principles of equity) or (D) require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any provision portion of such General Intangible, lease, license, contract, agreement or other document that does not result in any of the Bankruptcy Code or otherwiseconsequences specified in clause (A), (B) any Grantor’s directors and officers liability insurance policies), (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 pledged or (D) above, (ii) Pledged Collateral (which is covered and pledged pursuant Article III of this Agreement), (iii) Excess Exempted Foreign Entity Equity Interests, (iv) the Vault Cash AmountsEquity Interests of ▇▇▇ ▇▇▇▇▇▇ Homes, LLC so long as ▇▇▇ ▇▇▇▇▇▇ Homes, LLC constitutes an Inactive Subsidiary, (v) all Equity Interests in an aggregate principal amount Persons that are not Wholly-Owned Subsidiaries of the Company or any of its Subsidiaries, but only to exceed $1,097,341.95 under the Vault Cash Agreement extent such Person is, or its equity holders are, contractually prohibited from pledging such Equity Interests, provided that, the Company or any of its Subsidiaries does not encourage the creation of any contractual prohibitions and (vi) all Equity Interests in effect on Persons created after the Closing Datedate hereof, but only to the extent such Person is, or its equity holders are, legally (including pursuant to regulations of a Governmental Authority) prohibited from pledging such Equity Interests.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent (or its designee) at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, such other description as the Collateral Agent may determine and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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 filingfiling or covering Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. .
(c) Each Grantor also ratifies its authorization for the Collateral Agent (or its designee) to file file, without the signature of any Grantor, 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. thereto.
(d) The Collateral Agent (or its designee) 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 or the Grantors as debtors and the Collateral Agent as secured party.
(ce) 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, without the signature of any Grantor, obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
(f) Subject to the provisions of the Intercreditor Agreement, to the extent, and for so long as, the Applicable Authorized Representative is the Administrative Agent (as both such terms are defined in the Intercreditor Agreement), then any determination expressly required to be made hereunder by the Collateral Agent shall be deemed to be (and shall be) the same as any determination made by the Administrative Agent or the collateral agent, as applicable, under the Credit Facilities, with respect to such matter; provided that the Collateral Agent shall not be required to execute any document, unless it is in a form reasonably satisfactory to it.
(g) Notwithstanding the authority granted to the Collateral Agent to file financing statements or to make other filings and recordings under this Section 4.01, each Grantor retains the obligation to make any filings or recordings as are necessary to perfect the Collateral Agent’s Lien in the Collateral.
Appears in 1 contract
Sources: Second Lien Notes Collateral Agreement (Walter Energy, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, 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 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 cash and Deposit AccountsDocuments;
(iv) all DocumentsEquipment;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viiivi) all Instruments;
(ixvii) all Inventory;
(xviii) all Investment Property;
(xiix) all Letter-of-Credit Rights;
(xiix) all Commercial Tort Claims;
(xiiixi) all books and records pertaining to the Article 9 Collateral; and
(xivxii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; provided, however, that 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the 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, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.and
Appears in 1 contract
Sources: First Lien Credit Agreement (Hawkeye Holdings, Inc.)
Security Interest. (a) As security for the payment in cash or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest (the “Security Interest”), ) in all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor 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 (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(iii) all cash and Deposit Accounts;
(iv) all Documentscomputer programs of such Pledgor and all intellectual property rights therein and all other proprietary information of such Pledgor, including but not limited to Domain Names and trade secret rights;
(v) all EquipmentIntellectual Property;
(vi) all FixturesDocuments;
(vii) all Equipment;
(viii) all General Intangibles;
(viiiix) all Goods;
(x) all Instruments;
(ixxi) all Inventory;
(xxii) all Investment Property;
(xixiii) all Letter-of-Credit RightsRights (whether or not the respective letter of credit is evidenced by a writing);
(xiixiv) all Commercial Tort Claims;
(xiii1) Securities Accounts, (2) Financial Assets credited to Securities Accounts or Deposit Accounts from time to time, and all Security Entitlements in respect thereof, (3) all cash held in any Securities Account or Deposit Account and (4) all other Money in the possession of the Collateral Agent;
(xvi) all Commodity Accounts;
(xvii) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xviii) all books and records Records pertaining to the Article 9 Collateral;
(xix) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording;
(xx) all After-Acquired Transportation Equipment; and
(xivxxi) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; provided. Notwithstanding anything to the contrary in this Agreement, however, that the Article 9 Collateral this Agreement shall not includeconstitute a grant of a security interest in (a) any assets that are not pledged as security for Senior Lender Claims, (b) any property or assets owned by any Foreign Subsidiaries, (c) any Equity Interests of a Foreign Subsidiary to the extent the pledge of any such Equity Interests would cause more than 65% of the outstanding voting Equity Interests of such Foreign Subsdiary to be pledged hereunder, (d) any Real Property held by the Pledgors as a lessee under a lease or any Real Property owned in fee that does not have an individual fair market value (as determined in good faith by QD LLC) of at least $1.0 million, (e) any Transportation Equipment (other than After-Acquired Transportation Equipment), (f) any assets to the extent that, and in no event shall the for so long as, taking a security interest granted under this Section 4.01 attach to in such assets would violate any applicable law or regulation or an enforceable contractual obligation binding on the assets that existed at the time of the acquisition thereof and was not created or made binding on the assets in contemplation or in connection with the acquisition of such assets (except in the case of assets (A) owned on the date hereof or (B) acquired after the date hereof with Indebtedness of the type permitted pursuant to Section 4.03(b)(iv) of the Indenture that is secured by a Permitted Lien), (g) any leaseequipment or other asset owned by any Pledgor that is subject to a purchase money lien or a Capitalized Lease Obligation, in each case, as permitted under the Indenture, if the contract or other agreement in which the Lien is granted (or the documentation providing for such Capitalized Lease Obligation) prohibits or requires the consent of any Person other than the Pledgors as a condition to the creation of any other security interest on such Equipment or asset and, in each case, the prohibition or requirement is permitted under the Indenture, (h) any Equity Interests acquired after the date hereof (other than Capital Stock in QD LLC, or in the case of any person which is a Restricted Subsidiary, Capital Stock in such person acquired after such person became a Restricted Subsidiary) in accordance with the Indenture if, and to the extent that, and for so long as (A) granting a security interest therein would violate applicable law or a contractual obligation binding on such Capital Stock and (B) with respect to contractual obligations, such obligation existed at the time of the acquisition thereof and was not created or made binding on such Capital Stock in contemplation of or in connection with the acquisition of such Restricted Subsidiary, (i) any vehicle, (j) any property excluded from the definition of Pledged Collateral by virtue of the provisos to Section 3.01 hereof, (k) any Letter-of-Credit Rights to the extent any Pledgor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose or (l) any Pledgor’s right, title or interest in any license, contract, property rights contract or agreement to which any Grantor such Pledgor is a party (or to any of its rights right, title or interests thereunder) if interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such security interest would license, contract or agreement, result in a breach of the terms of, or constitute a default under, 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 terms of, or a default under, any such lease, license, contract, property rights contract or agreement to which such Pledgor is a party (other than, in each case, than to the extent that any such term would be rendered ineffective pursuant to Sections Section 9-406, 9-407, 9-408 or 9-409 of the UCCNew York UCC or any other applicable law (including, any provision without limitation, Title 11 of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (C) any application for registration of a trademark filed with the United States Patent Code) or principles of equity); provided that (x) immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and Trademark Office such Pledgor shall be deemed to have granted a security interest in, all such rights and interests without any further action 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 the part of such Pledgor or any Secured Party as if such provision had never been in effect and (y) the Collateral and subject right to receive payments of money or other consideration in respect of such license, contract or agreement shall not be excluded from the security interest pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Datecreated hereunder.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Collateral Agent agrees at any time and from time to time to file (and irrevocably authorizes the Collateral Agent to file) at such Pledgor’s expense in any relevant jurisdiction any initial financing statements (including fixture filingsfilings and continuation statements when applicable) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor Pledgor is an organization, the type of organization 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 relatesrelates and (iii) a description of collateral that describes such property in any other manner as is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property”. Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon requesta file stamped copy of each such financing statement or other evidence of filing. The Collateral Agent shall be under no obligation whatsoever to file such financing or continuation statements or to make any other filing in connection with any Article 9 Collateral hereunder. Each Grantor also ratifies its authorization for the Collateral Agent Pledgor further agrees to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to (and the date hereof. The Collateral Agent is further authorized to file (but shall not be obligated to file absent written direction of the Issuers) at such Pledgor’s expense with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other countryoffice) 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 GrantorPledgor, without the signature of any GrantorPledgor, and naming any Grantor Pledgor or the Grantors Pledgors as debtors and the Collateral Agent 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 . Notwithstanding anything to or arising out of the Article 9 Collateral.the
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 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 Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”)) in, in all right, title or 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 cash and Deposit AccountsDocuments;
(iv) all DocumentsEquipment;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viiivi) all Goods;
(vii) all Instruments;
(ixviii) all Inventory;
(xix) all Investment Property;
(xi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims;
(xiiix) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights, but only to the extent constituting a supporting obligation for other Article 9 Collateral as to which perfection of security interests in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule III and on any supplement thereto received by the Administrative Agent pursuant to Section 3.03(g); and
(xivxv) 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; providedprovided that, howevernotwithstanding anything to the contrary in this Agreement, that this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral Collateral” shall not include, and in no event shall the security interest granted under this Section 4.01 attach to (A) include 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing DateExcluded Assets.
(b) Each Subject to Section 3.01(e), 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 Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect, 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 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 relatesGrantor. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon any reasonable request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.9
Appears in 1 contract
Security Interest. (a) As security for the payment in cash or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest (the “Security Interest”), ) in all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor 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 (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(iii) all cash and Deposit Accounts;
(iv) all Documentscomputer programs of such Pledgor and all intellectual property rights therein and all other proprietary information of such Pledgor, including but not limited to Domain Names and trade secret rights;
(v) all EquipmentIntellectual Property;
(vi) all FixturesDocuments;
(vii) all Equipment;
(viii) all General Intangibles;
(viiiix) all Goods;
(x) all Instruments;
(ixxi) all Inventory;
(xxii) all Investment Property;
(xixiii) all Letter-of-Credit RightsRights (whether or not the respective letter of credit is evidenced by a writing);
(xiixiv) all Commercial Tort Claims;
(xiii1) Securities Accounts, (2) Financial Assets credited to Securities Accounts or Deposit Accounts from time to time, and all Security Entitlements in respect thereof, (3) all cash held in any Securities Account or Deposit Account and (4) all other Money in the possession of the Collateral Agent;
(xvi) all Commodity Accounts;
(xvii) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xviii) all books and records Records pertaining to the Article 9 Collateral;
(xix) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording;
(xx) all Transportation Equipment; and
(xivxxi) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; provided. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (a) any assets (including Equity Interests), whether now owned or hereafter acquired, with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 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 (it being understood, however, that the Article 9 Collateral cash, Deposit Accounts and Securities Accounts shall not include, and in no event shall be excluded from the security interest granted under grant of the Security Interest pursuant to this Section 4.01 attach to by virtue of clause (Aiii) of Section 5.10(g) of the Credit Agreement), (b) any leaseproperty excluded from the definition of Pledged Collateral by virtue of the proviso to Section 3.01 hereof (other than Section 3.01(a)(iv)), (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 or (d) any Pledgor’s right, title or interest in any license, contract, property rights contract or agreement to which any Grantor such Pledgor is a party (or to any of its rights right, title or interests thereunder) if interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such security interest would license, contract or agreement, result in a breach of the terms of, or constitute a default under, 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 terms of, or a default under, any such lease, license, contract, property rights contract or agreement to which such Pledgor is a party (other than, in each case, than to the extent that any such term would be rendered ineffective pursuant to Sections Section 9-406, 9-407, 9-408 or 9-409 of the UCCNew York UCC or any other applicable law (including, any provision without limitation, Title 11 of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 anyCode) as a statement or principles 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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.equity); provided that
Appears in 1 contract
Sources: Current Asset Revolving Facility Guarantee and Collateral Agreement (Quality Distribution Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor The Borrower hereby assigns pledges and pledges grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, as security for the ratable benefit payment or performance in full of the Secured PartiesObligations, a security interest (the “Security Interest”), ) in all right, title or and interest in or of the Borrower in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor the Borrower or in which such Grantor the Borrower now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(ia) all Accounts;
(iib) all Chattel Paper;
(iiic) all cash and Deposit Accounts;
(ivd) all Documents;
(ve) all Equipment;
(vi) , including all Fixtures;
(viif) all General Intangibles;
(viiig) all Instruments;
(ixh) all Inventory;
(xi) all Investment Property;
(xij) all Letter-of-Credit RightsPledged Collateral;
(xiik) all Supporting Obligations;
(l) all Commercial Tort ClaimsClaims of the Borrower described in Schedule 6.01 to each Information Certificate (as such schedule may be supplemented from time to time pursuant to any subsequent Information Certificate or otherwise);
(xiiim) all other Goods;
(n) all books and records pertaining to the Article 9 Collateral;
(o) all other assets, properties and rights of every kind and description and interests therein, including all moneys, securities and other property, now or hereafter held or received by or on behalf of the Borrower; and
(xivp) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; provided, however, that notwithstanding anything to the Article 9 Collateral shall not includecontrary in clauses (a) through (p) above:
(i) any General Intangible, and in no event shall Chattel Paper, Instrument, License or Account which by its terms prohibits the creation of a security interest therein (whether by assignment or otherwise) shall be excluded from the Lien of the Security Interest granted under this Section 4.01 attach 10.01, and shall not be included in the Collateral of the Borrower, except to the extent that Sections 9-406(d), 9-407(a) or 9-408(a) of the UCC are effective to render any such prohibition ineffective;
(ii) if any General Intangible, Chattel Paper, Instrument, License or Account included in the Collateral contains any term that (A) requires that any Person (other than the Borrower) obligated thereon consent to any exercise of remedies hereunder in respect of the Security Interest therein granted under this Section 10.01 or (B) otherwise restricts the ability of any such Person (other than the Borrower) to so consent, then the enforcement of such Security Interest under this Agreement shall be subject to Section 10.10(c) (but such provision shall not limit the creation, attachment or perfection of the Security Interest hereunder);
(iii) any permit, lease, licenselicense or franchise (including any so identified on Schedule 6.02 of an Information Certificate) shall be excluded from the Lien of the Security Interest granted under this Section 10.01, contractand shall not be included in the Collateral, property rights or agreement to which the extent any Grantor is a party (or Law applicable thereto prohibits the creation of the Security Interest therein; provided, however, if such Law requires the consent of any Governmental Authority to any of its rights Lien on any such permit, license or interests thereunderfranchise, the Borrower shall use commercially reasonable efforts to obtain such consent;
(iv) if any Equipment (including any Software incorporated therein) owned by the grant of such security interest would constitute Borrower on the date hereof or result in either (x) the abandonment, invalidation hereafter acquired that is subject to a Lien securing a purchase money obligation or unenforceability of any right, title or interest of any Grantor therein or (y) in a breach or termination Capitalized Lease permitted to be incurred pursuant to the terms ofprovisions of the Credit Agreement shall be excluded from the Lien of the Security Interest granted under this Section 10.01, or a default under, any such lease, license, contract, property rights or agreement (other than, and shall not be included in each casethe Collateral, to the extent that the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money obligation or Capitalized Lease) validly prohibits the creation of any other Lien on 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), Collateral;
(Bv) any Grantor’s directors and officers liability insurance policies, Excluded CFC Equity Interests shall not be included in the Collateral; and
(Cvi) 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 Equity Interests in Travel Media shall automatically become part of the Collateral and subject to the security interest pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (B) 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.
Appears in 1 contract
Sources: Credit, Pledge and Security Agreement (Discovery Communications, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”), ) in all of such Grantor’s right, title 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 cash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vi) all FixturesGeneral Intangibles, including all Intellectual Property;
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsInventory;
(ix) all Inventoryother Goods;
(x) 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;
(xiii) all Commercial Tort Claims now or hereafter listed on Schedule V; and
(xiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any person Person with respect to any of the foregoing; provided, however, that 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.;
Appears in 1 contract
Sources: Collateral Agreement (Gogo Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, 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, in all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 "Collateral”"):
(i) all AccountsAccounts Receivable;
(ii) all Chattel Paper;
(iii) all cash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsInventory;
(ix) all InventoryIntellectual Property;
(x) all Investment Property;
(xi) all Letter-of-Credit Rightscredit rights;
(xii) all Commercial Tort Claimscommercial tort claims, if any;
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xiv) to the extent not otherwise includedincluded above, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing; provided, however, that notwithstanding anything herein to the Article 9 Collateral shall not includecontrary, and in no event shall the security interest granted under this Section 4.01 hereunder attach to to, and Collateral shall not include (Aa) any lease, license, contract, property rights or agreement to which any the Grantor is a party (or to any of its rights or interests thereunder) thereunder if the grant of such security interest would shall constitute or result in either (xi) the abandonment, invalidation or unenforceability of any right, title or interest of any the Grantor therein or (yii) in a breach or termination termination, pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other thanexcept, in each case, to the extent that the UCC invalidates such provisions, or (b) any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 motor vehicles evidenced by a certificate of title. Without limiting the generality of the UCCforegoing, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged granted hereunder shall not attach to, and Collateral shall not include any interest in (a) Roosevelt Associates General Partnership, Kent-Meridian Disposal Company Joint Venture, Foothills Sanitary Landfill, Inc. and BFGSI Series 1997-A Trust (or any assets or property of any of them) or (Db) Congress Development Co., Ecosort, L.L.C., ▇▇▇▇▇▇ Resources Recovery Facility, LLC and Evergreen National Indemnity Company if (i) such grant of a security interest, without the Vault Cash Amountsconsent of a third party, in an aggregate principal amount not would constitute a breach or default under, or cause or permit the acceleration of the obligations under, any applicable agreement or contract to exceed $1,097,341.95 under which any such Person is a party and (ii) AWNA has been unable, after using commercially reasonable efforts, to obtain such consent within 60 days after the Vault Cash Agreement in effect on the Closing Restatement Effective Date.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and amendments thereto with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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 relatesGrantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if with respect to the Collateral that were filed prior to the date hereofRestatement 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 or any similar office in any other country) 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, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is 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 Collateral.
Appears in 1 contract
Sources: Non Shared Collateral Security Agreement (Allied Waste North America Inc/De/)
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 cash and Deposit AccountsCommercial Tort Claims listed on Schedule II hereto;
(iv) all DocumentsDeposit Accounts;
(v) all EquipmentDocuments;
(vi) all FixturesEquipment;
(vii) all General Intangibles;
(viii) all InstrumentsGoods;
(ix) all Instruments;
(x) all Inventory;
(xxi) 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
(xivxiii) 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; providedprovided that notwithstanding anything to the contrary in this Agreement, however, that the Article 9 Collateral this Agreement shall not include, and in no event shall the constitute a grant of a security interest granted under this Section 4.01 attach to (A) in 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing DateExcluded Asset.
(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, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.the
Appears in 1 contract
Security Interest. (a) As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”), ) in all right, title 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 Fixtures;
(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 InstrumentsInstruments (other than the Pledged Collateral, which are pledged and governed by Article II);
(ix) all InventoryInventory and all other Goods not otherwise described above;
(x) all Investment PropertyProperty (other than the Pledged Collateral, which are governed by Article II);
(xi) all Letter-of-Letter of Credit Rights;
(xii) all Commercial Tort ClaimsClaims 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
(xiv) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; provided. Notwithstanding anything to the contrary in this Agreement, however, that this Agreement shall not constitute a grant of a security interest in (and 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 provisions of the UCCCredit Agreement and the other Loan Documents with respect to Collateral need not be satisfied with respect to, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing DateExcluded Property.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto (and continutations) that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) if required, whether such Grantor Pledgor is an organization, the type of organization 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 relatesrelates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Collateral granted under this Agreement, including describing such property as “all assets” or “all personal property” or words of similar effect. Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office the Notice of Grant of Security Interest in any Intellectual Property substantially in the form attached hereto as Exhibit II and such 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 GrantorPledgor in such Pledgor’s Patents, Trademarks and Copyrights, without the signature of any Grantorsuch Pledgor, and naming any Grantor such Pledgor or the Grantors Pledgors as debtors and the Collateral Agent as secured party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action under the laws of any jurisdiction other than the United States of America (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in any Article 9 Collateral of such Pledgor constituting Patents, Trademarks or Copyrights 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 Collateral.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 Obligations, 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, 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 cash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsInventory;
(ix) all Inventory;
(x) all Investment Property;
(xix) all Letter-of-Credit Rights;
(xiixi) all Commercial Tort Claims;
(xii) all Fixtures;
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing; provided. Notwithstanding the foregoing, however, that the Article 9 Collateral shall not includeinclude any of the following assets now owned or hereafter acquired which would otherwise be included in the Article 9 Collateral: (a) assets transferred to a Person that is not a Grantor, and is not required under the Credit Agreement to become a Grantor, in no event shall compliance with the Credit Agreement, (b) assets subject to Liens permitted by Section 6.05(ii)(2), (3) or (4), 6.05(iv) or 6.05(v) of the Credit Agreement to the extent the documentation creating such Liens or governing the Indebtedness secured thereby would prohibit Liens on such assets created hereunder, (c) any asset consisting of rights under a contract, agreement, instrument or other document, that contains a valid and enforceable prohibition on the creation of a 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each casetherein, to the extent that any and for so long as such term would be rendered ineffective pursuant prohibition remains in effect and is valid and effective to prohibit the creation of a security interest therein notwithstanding Sections 9-406, 9-407, 9-408 or 406 through 9-409 of the UCCapplicable Uniform Commercial Code, any provision of (d) Vehicles, (e) aircraft, (f) real estate interests (including but not limited to leasehold interests), other than Fixtures, (g) Equity Interests expressly excluded by the Bankruptcy Code or otherwiseproviso to Section 2.01(a), (Bh) any Grantor’s directors Equity Interests issued by Subsidiaries that are not Material Subsidiaries and officers liability insurance policiesthat are excluded from the Pledged Collateral, (Ci) rights created under foreign registrations and applications with respect to Intellectual Property, (j) Excluded Cash and (k) any application for registration of a trademark Trademark filed with the United States Patent and Trademark Office on an intent-to-intent to use basis until such time (if any) as a statement of use or an amendment to allege use is filed, at which time such trademark Trademark shall automatically become part of the Collateral and subject to the security interest pledged or Security Interest (D) collectively, the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date“Excluded Collateral”).
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings and Transmitting Utility 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, if the Collateral Agent shall so elect, identifying the Collateral in greater detail) or words of similar effecteffect (it being understood that such description shall not result in the creation of a security interest in any assets expressly excluded from the Article 9 Collateral by the immediately preceding paragraph), and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information information, other than real property descriptions, to the Collateral Agent promptly upon request. Notwithstanding the foregoing, it is understood that no Grantor shall have any obligation to provide a real property description for central fixture filings or local fixture filings. 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 or any similar office in any other countryoffice) 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.
(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 Collateral.
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, 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 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 cash and Deposit AccountsDocuments;
(iv) all DocumentsEquipment;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viiivi) all Instruments;
(ixvii) all Inventory;
(xviii) all Investment Property;
(xiix) all Letter-of-Credit Rights;
(xiix) all Commercial Tort Claims;
(xiiixi) all books and records pertaining to the Article 9 Collateral; and
(xivxii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; provided. Notwithstanding anything herein to the contrary, however, that the Article 9 Collateral shall not include, and in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest granted under this Section 4.01 attach to in any:
(AI) any leaseGeneral Intangible, Instrument, license, contractproperty right, property rights permit or any other contract or agreement to which any a Grantor is a party (or to any of its rights or interests thereunder) thereunder if and for so long as the grant of such security interest would shall constitute or result in either (x) the abandonment, invalidation or unenforceability of any right, title or interest of any the Grantor therein or 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, any such leaseGeneral Intangible, Instrument, license, contractproperty right, property rights permit or any other contract or agreement (other than, in each case, than to the extent that any such term would be rendered ineffective pursuant to Sections Section 9-406, 9-407, 9-408 or 9-409 of the UCCNew 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 provision portion of such General Intangible, Instrument, license, property right, permit or any other contract or agreement that does not result in any of the Bankruptcy Code or otherwiseconsequences specified in the immediately preceding clause (x), (By) 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 Grantor’s directors and officers liability insurance policies, Equity Interest in any Non-Significant Subsidiary;
(CIV) any application for registration of a trademark filed with Equity Interest in any Permitted Syndication Subsidiary, any Securitization Subsidiary or any Permitted Joint Venture Subsidiary to 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 extent the pledge of the Collateral and Equity Interest in such Subsidiary is prohibited by any applicable Contractual Obligation or requirement of law;
(V) any vehicle or other asset subject to the security interest pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.certificate of title;
(bVI) Each Grantor hereby irrevocably authorizes 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 at any time and from time to time to file shall reasonably determine that the cost of creating and/or perfecting a security interest therein is excessive in any relevant jurisdiction any initial financing statements (including fixture filings) with respect relation to the Article 9 Collateral benefit to the Secured Parties or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor granting or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (B) in the case perfection of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements security interest therein would violate applicable law 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 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.regulation;
(cIX) The Security Interest is granted as security only and shall not subject the Collateral Agent any assets (other than any General Intangible, Instrument, license, property right, permit or any other Secured Party to, contract or in any way alter or modify, any obligation or liability of agreement) owned by any Grantor with respect to or arising out of the Article 9 Collateral.that are subject to:
Appears in 1 contract
Sources: 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 ObligationsSecured Obligations when due, each Grantor Pledgor 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 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 Fixtures;
(vii) all General Intangibles;
(viii) all Instruments;
(ix) all InventoryIntellectual Property;
(x) all Investment PropertyInventory;
(xi) all Letter-of-Credit RightsInvestment Property other than the Pledged Collateral;
(xii) all Commercial Tort ClaimsLetter of Credit Rights;
(xiii) all Commercial Tort Claims individually in excess of $10,000,000 as described on Schedule II hereto;
(xiv) all books and records pertaining to the Article 9 Collateral; and
(xivxv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing; providedNotwithstanding anything to the contrary in this Agreement or any other Notes Indenture Document, however, that (x) this Agreement shall not constitute a grant of a security interest in (and the Article 9 Collateral shall not include), and in no event shall the security interest granted under this Section 4.01 attach other provisions of the Notes Indenture Documents and any Other Second Lien Agreement with respect to (A) any leaseCollateral need not be satisfied with respect to, licensethe Excluded Securities and the Excluded Property, 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 no foreign law governed security documents or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement perfection under foreign law shall be required and (other than, in each case, z) to the extent that any Mortgaged Property is located in a jurisdiction with mortgage recording or similar tax, the amount secured by the Security Document with respect to such term would Mortgaged Property shall be rendered ineffective pursuant limited to Sections 9-406the fair market value of such Mortgaged Property as determined in good faith by the Issuers (subject to any applicable laws in the relevant jurisdiction or such lesser amount agreed to by the First Lien Agent (or, 9-407if the First Lien Termination Date has occurred, 9-408 or 9-409 the Agent)). In addition, for the avoidance of doubt, the provisions of Section 2.15 of the UCC, any provision Notes Indenture and Section 7.21 of this Agreement shall apply to all the Bankruptcy Code or otherwise), (B) any Grantor’s directors terms and officers liability insurance policies, (C) any application for registration provisions 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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Datethis Agreement.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file (but the Agent shall not be obligated to file absent written direction of an Issuer and the Notes Trustee) 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, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor Pledgor is an organization, the type of organization 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 relatesrelates and (iii) a description of collateral that describes such property in any other manner as the Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property” or words of similar effect. Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file (but shall not be obligated to file absent written direction of an Issuer and the Notes Trustee) with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other countryoffice) 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 GrantorPledgor in such Pledgor’s United States registered or pending Patents, Trademarks and Copyrights, without the signature of any GrantorPledgor, and naming any Grantor Pledgor or the Grantors Pledgors as debtors and the Collateral Agent as secured party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action under the laws of any jurisdiction other than the United States of America for the purpose of perfecting the Security Interest in any Article 9 Collateral of 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 Collateral.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, 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 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 cash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vi) all FixturesGeneral Intangibles, including all Intellectual Property;
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsInventory;
(ix) all Inventory;
(x) all Investment Property;
(xix) all Letter-of-Credit Rights;
(xiixi) all Commercial Tort ClaimsClaims described in Schedule 12 to the Perfection Certificate, as such schedule may be supplemented pursuant to Section 4.04(e);
(xii) all other Goods;
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. Notwithstanding anything contained in this Section 4.01 to the contrary, in no event shall the Article 9 Collateral include, and no Grantor shall be deemed to have granted a Security Interest in, any Excluded Asset; provided, however, that the Security interest shall immediately attach to, and the Article 9 Collateral shall not immediately 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 terms of, or a default under, any such lease, license, contract, property rights asset (or agreement portion thereof) upon such asset (other than, in each case, or such portion) ceasing 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, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing DateExcluded Asset.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the 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, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party; provided, however, that the Collateral Agent shall not file any such documents with respect to any Intellectual Property other than the Perfection Intellectual 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 Collateral.
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”), ) in all right, title 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 Fixtures;
(vii) all General Intangibles;
(viii) all Instruments;
(ix) all InventoryIntellectual Property;
(x) all Investment PropertyInventory;
(xi) all Letter-of-Credit RightsInvestment Property other than the Pledged Collateral;
(xii) all Commercial Tort ClaimsLetter of Credit Rights;
(xiii) all Commercial Tort Claims as described on Schedule II hereto;
(xiv) all books and records pertaining to the Article 9 Collateral;
(xv) all Vessels; and
(xivxvi) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; provided, howeverthat notwithstanding anything to the contrary in this Section 4.01(a), that the amount of Obligations secured by the Article 9 Collateral shall at all times be limited to the maximum amount that is permitted to be secured without equally and ratably securing the Existing Notes and the loans outstanding under the Senior Interim Loan Facility, in each case, in accordance with the terms thereof as in effect on the Issue Date.
(a) any vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired, (b) any Capital Stock owned by any Pledgor (other than any Capital Stock held in a securities account), (c) any assets that are not includepledged as security for Senior Lender Claims, (d) any assets owned on or acquired after the Issue Date, to the extent that, and for so long as, taking such actions would violate any applicable law or regulation (including any Gaming Law or regulation) or an enforceable contractual obligation (after giving effect to Section 9-406(d), 9-407(a), 9-408 or 9-409 of the Uniform Commercial Code and other applicable law) binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in no event contemplation or in connection with the acquisition of such assets (except in the case of assets (1) owned on the Issue Date or (2) acquired after the Issue Date with Indebtedness of the type permitted pursuant to Sections 4.03(b)(iv) and 4.03(b)(xxiii) of the Indenture that is secured by a Permitted Lien), (e) those assets as to which the First Lien Agent (or following the First Lien Termination Date, the Collateral Agent), shall reasonably determine that the costs of obtaining or perfecting such a security interest are excessive in relation to the value of the security interest granted under this Section 4.01 attach to be afforded thereby, (Af) any lease, license, contract, property rights or agreement Letter of Credit Rights to which the extent any Grantor Pledgor is required by applicable law to apply the proceeds of a party (or to any of its rights or interests thereunder) if the grant drawing of such security interest would constitute or result in either Letter of Credit for a specified purpose, (xg) any debt securities excluded from the abandonmentpledge made pursuant to Section 3.01 hereof, invalidation or unenforceability of (h) any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of any Grantor therein its right, title or (y) interest thereunder to the extent, but only to the extent, that such a grant would violate applicable Gaming Laws or the terms of such license, contract or agreement, or result in a breach or termination pursuant to of the terms of, or constitute a default under, any such lease, license, contract, property rights contract or agreement to which such Pledgor is a party (other than, in each case, than to the extent that any such term would be rendered ineffective pursuant to Sections Section 9-406, 9-407, 9-408 or 9-409 of the UCC, New York UCC or any provision other applicable law or regulation (including Title 11 of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (C) any application for registration of a trademark filed with the United States Patent Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and Trademark Office on an intent-to-use basis until such time 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, (i) any Equipment or other asset owned by any Pledgor that is subject to a purchase money lien or a Capitalized Lease Obligation, in each case, as permitted under the Indenture, if anythe 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 statement condition to the creation of use any other security interest on such Equipment or amendment asset and, in each case, such prohibition or requirement is permitted under the Indenture, (j) any Real Property or Vessel held by the Issuer or any Pledgor as a lessee under a lease or any Real Property owned in fee that is not Owned Real Property or any Vessel owned in fee that does not have an individual fair market value (as determined in good faith by the Issuer) of at least $15,000,000, and (k) cash, deposit accounts and securities accounts (to allege use is filedthe extent that a Lien thereon must be perfected by an action other than the filing of customary financing statements). In addition, at which time for the avoidance of doubt (x) the provisions of Section 7.23 of this Agreement shall apply to all the terms and provisions of this Agreement and (y) the parties hereto acknowledge and agree that no security interest or rights of any kind related to possession or ownership of any license issued by the Missouri Gaming Commission or any interest in a license issued by the Missouri Gaming Commission are being granted hereunder to the extent and for so long as the grant of such trademark shall automatically become part security interest or rights are prohibited by the Gaming Laws of the Collateral and subject to the security interest pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing DateState of Missouri.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file (but shall not be obligated to file absent written direction of the Issuer) 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, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor Pledgor is an organization, the type of organization 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 relatesrelates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property” or words of similar effect. Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file (but shall not be obligated to file absent written direction of the Issuer) 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 GrantorPledgor, without the signature of any GrantorPledgor, and naming any Grantor Pledgor or the Grantors Pledgors as debtors and the Collateral Agent 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 Collateral.9
Appears in 1 contract
Sources: Collateral Agreement (Gnoc Corp.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, and subject to the last sentence of this Section 4.01(a), each Grantor hereby assigns (1) reaffirms the security interest granted by such Grantor pursuant to Section 4.01 of the Existing Guarantee and pledges Collateral Agreement and (2) grants to the Collateral Administrative 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 all right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in in, to or under which such Grantor now has or at any time in the future hereafter may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(ia) all Accounts;
(iib) all Chattel Paper;
(iiic) all cash, cash equivalents, Deposit Accounts and Deposit Securities Accounts;
(ivd) all Documents;
(ve) all Equipment;
(vi) all Fixtures;
(viif) all General Intangibles, including all Intellectual Property;
(viiig) all Instruments;
(ixh) all Inventory;
(xi) all other Goods;
(j) all Investment Property;
(xik) all Letter-of-Credit Rights;
(xiil) all Commercial Tort ClaimsClaims described on Schedule VII, as such schedule may be supplemented from time to time pursuant to Section 4.02(e);
(xiiim) all Fixtures;
(n) all books and records pertaining to the Article 9 Collateral; and
(xivo) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing. Notwithstanding anything herein to the contrary, to the extent and for so long as any asset is an Excluded Asset, the Security Interest granted under this Section 4.01 shall not attach to, and the term “Article 9 Collateral” shall not include, such Excluded Asset; providedprovided that the Security Interest shall immediately attach to, however, that and the Article 9 Collateral shall not immediately 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 terms of, or a default under, any such lease, license, contract, property rights asset (or agreement portion thereof) upon such asset (other than, in each case, or such portion) ceasing 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, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing DateExcluded Asset.
(b) Each Grantor hereby irrevocably authorizes the Collateral Administrative Agent (or its designee) at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets, whether now owned or hereafter acquired” of such Grantor or words of similar effect, effect or of a lesser scope or with greater detail and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide the information required for any such information filing to the Collateral Administrative Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Administrative Agent (or its designee) to file in any relevant jurisdiction any initial financing statements or amendments thereto with respect to the Article 9 Collateral or any part thereof that are otherwise consistent with the preceding paragraph if filed prior to the date hereofEffective Date. The Collateral Administrative Agent (or its designee) is further authorized by each Grantor to file with the United States Patent and Trademark Office or the United States Copyright Office (or any successor 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 such Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Administrative Agent as secured party; provided that notwithstanding anything to the contrary in any of the Loan Documents, the Grantors shall not have any obligation to perfect any Security Interest or lien, or record any notice thereof, in any Article 9 Collateral consisting of Intellectual Property in any jurisdiction other than the United States.
(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 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 Collateral.
Appears in 1 contract
Sources: Credit Agreement (NCR Corp)
Security Interest. (a) As Each Grantor, as security for the payment or performance, as the case may be, and performance in full of the Obligations, each Grantor hereby 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 Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”), ) in all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accountsaccounts (including accounts receivable and healthcare insurance receivables);
(ii) all Chattel Paperchattel paper (whether tangible or electronic);
(iii) all cash cash, money and Deposit Accountsdeposit accounts;
(iv) all Documentsdocuments (including electronic documents);
(v) all Equipmentgoods (including all equipment, fixtures and any accessions thereto);
(vi) all Fixtures;
(vii) all General Intangibles;
(vii) all instruments (including promissory notes);
(viii) all Instrumentsinventory;
(ix) all Inventory;
(x) all Investment Property;
(x) all insurance claims and proceeds;
(xi) all Letterletter-of-Credit Rightscredit rights;
(xii) all Commercial Tort Claims;
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xivxiii) to the extent not otherwise included, all Proceeds proceeds, supporting obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing; provided, however, that 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.
(b) Each Grantor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor is an organization, the type of organization 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 relatesrelates and (iii) a description of collateral that describes such property in any other manner as the Administrative Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted to the Administrative Agent, including describing such property as “all assets” or “all property”. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Administrative Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Administrative Agent is further authorized to file with the United States Patent and Trademark Office or and the United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral 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 Collateral.
Appears in 1 contract
Security Interest. (a) As security for the payment or performanceperformance when due, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”), ) in all right, title 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 FixturesGeneral Intangibles;
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsIntellectual Property;
(ix) all Inventory;
(x) all Investment Property;
(xi) all Letter-of-Letter of Credit Rights;
(xii) all Commercial Tort ClaimsClaims as described on Schedule II hereto;
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xiv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; provided. Notwithstanding anything to the contrary in this Agreement, howeverthe other Indenture Documents or any Other First Priority Agreement, that this Agreement shall not constitute a grant of a security interest in (and the Article 9 Collateral shall not include): (a) any vehicle, (b) any Excluded Assets, (c) any assets owned on or acquired after the Issue Date, to the extent that, and in no event shall the for long as, granting a security interest granted under this 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 4.01 attach to 4.03(iv) of the Indenture), (Ad) any leaseLetter 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 2.01 hereof, (g) any Pledgor’s right, title or interest in any license, contract, property rights contract or agreement to which any Grantor such Pledgor is a party (or to any of its rights right, title or interests thereunder) if interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such security interest would license, contract or agreement, result in a breach of the terms of, or constitute a default under, 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 terms of, or a default under, any such lease, that license, contract, property rights contract or agreement to which such Pledgor is a party (other than, in each case, than to the extent that any such term would be rendered ineffective pursuant to Sections Section 9-406, 9-407, 9-408 or 9-409 of the UCCNew York UCC or any other applicable law (including, any provision without limitation, Title 11 of the Bankruptcy Code United States Code) or otherwiseprinciples 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, (h) 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 asset, (i) 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), (Brespectively, or, if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a) any Grantor’s directors or examined and officers liability insurance policies, (C) any application for registration of a trademark filed with accepted by the United States Patent and Trademark Office on an intentOffice, (j) if any Credit Agreement constituting First-toPriority Lien Obligations is outstanding, any assets that are not required to be pledged to secure obligations thereunder, (k) if any ABL Facility is outstanding, any assets that would otherwise constitute ABL Priority Collateral that are not pledged to secure obligations thereunder, (l) any real estate held by any Pledgor, (m) any Principal Property, (n) any assets which, if included in the Collateral, would require the Existing Debentures to be ratably secured with the First-use basis until such time (if any) as a statement of use or amendment Priority Lien Obligations pursuant to allege use is filed, at which time such trademark shall automatically become part the terms of the Collateral and indentures for the Existing Debentures, or (o) solely with respect to any Series of Other First Priority Obligations, any asset that is not intended to be collateral with respect to such Series pursuant to the terms of the Other First Priority Agreement governing such Series. In addition, notwithstanding anything to the contrary, the requirements of this Agreement are subject to the security interest pledged or (D) terms of Section 4.14 of the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing DateIndenture.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor Pledgor is an organization, the type of organization 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 relatesrelates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property”. Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other countryoffice) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each GrantorPledgor, without the signature of any GrantorPledgor, and naming any Grantor Pledgor or the Grantors Pledgors as debtors and the Collateral Agent 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 Collateral.9
Appears in 1 contract
Sources: Collateral Agreement (Momentive Specialty Chemicals 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 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 Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”)) in, in all right, title or 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 cash and Deposit AccountsDocuments;
(iv) all DocumentsEquipment;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viiivi) all Goods;
(vii) all Instruments;
(ixviii) all Inventory;
(xix) all Investment Property;
(xi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims;
(xiiix) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter-of-Credit Rights, but only to the extent constituting a supporting obligation for other Article 9 Collateral as to which perfection of security interests in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule III and on any supplement thereto received by the Administrative Agent pursuant to Section 3.03(g); and
(xivxv) 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; providedprovided that, howevernotwithstanding anything to the contrary in this Agreement, that the Article 9 Collateral this Agreement shall not include, and in no event shall the constitute a grant of a security interest granted under this Section 4.01 attach to (A) in 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing DateExcluded Assets.
(b) Each Subject to Section 3.01(e), 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 Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect, 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 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 relatesGrantor. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon any reasonable request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.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, each Grantor hereby assigns and pledges grants to the Collateral Administrative Agent, its successors and permitted 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 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 cash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vi) all FixturesGeneral Intangibles, including all Intellectual Property and Licenses;
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsInventory;
(ix) all InventoryGoods, including all Fixtures;
(x) 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;
(xiii) all Commercial Tort Claims now or hereafter listed on Schedule V; and
(xiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any person Person with respect to any of the foregoing; provided that in no event shall the Security Interest attach to any Excluded Asset; provided, however, that the Article 9 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) In addition, notwithstanding the foregoing provisions of Section 3.01(a), the foregoing grant of a security interest shall not extend to, and the term “Article 9 Collateral” shall not include, and in no event shall FCC Licenses or State PUC Licenses to the extent (but only to the extent) it is unlawful to grant a security interest granted under this Section 4.01 attach to therein (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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, but solely to the extent that any such term would restriction shall be rendered ineffective pursuant to Sections 9-406enforceable under applicable law); provided, 9-407however, 9-408 that notwithstanding the foregoing or 9-409 of the UCC, any provision of this Agreement or the Bankruptcy Code or otherwiseLoan Documents to the contrary (including without limitation any provision of “Excluded Assets”), the foregoing grant of a security interest shall extend to, and the Article 9 Collateral shall include: (A) all Proceeds and the right to receive all Proceeds of any FCC License or State 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 Grantor’s directors and officers liability insurance policiesall Proceeds of any FCC Licenses or State PUC Licenses that are otherwise excluded, and (C) upon obtaining 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 required consent of the Collateral and subject to the security interest pledged FCC or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) a State PUC with respect to any such otherwise excluded FCC Licenses or 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 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.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 beapplicable, in full of the Obligations, each Grantor hereby assigns and pledges grants 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 assigns, for the ratable benefit of the Secured PartiesCreditors, a security interest (the “Security Interest”), ) in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all cash and Deposit Accounts;
(iv) all Documents;
(v) all EquipmentGoods;
(vi) all FixturesEquipment;
(vii) all General IntangiblesIntangibles including, without limitation, all Intellectual Property, Permits, Contracts and Contract Rights;
(viii) all Instruments;
(ix) all Inventory;
(x) all Investment Property;
(xi) all Letter-of-Letter of Credit Rights;
(xii) all Commercial Tort Claimsthe commercial tort claims specified on Schedule IV or otherwise specified by a Grantor to the Collateral Agent pursuant to Section 4.04(d);
(xiii) all books and records pertaining to the Article 9 Collateralrecords; and
(xiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security security, supporting obligations and guarantees given by any person Person with respect to any of the foregoing; provided. Notwithstanding the foregoing, however, that the Article 9 Collateral shall not includeinclude (i) any Equipment owned by any Grantor that is subject to a purchase money security interest (as defined in Section 9-103 of the New York UCC) or a Capitalized Lease Obligation to the extent the documents relating to such purchase money interest or Capitalized Lease Obligation would not permit such Equipment to be subject to the Security Interests created hereby, (ii) any lease, license, contract, property right or agreement (or any of its rights or interests thereunder) if and in no event shall to the extent that the grant of the security interest granted under this Section 4.01 attach shall, after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC (or any successor provision or provisions) or any other applicable law, constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of such Grantor therein or (B) a breach or termination pursuant to the terms of, or a default under, any such lease license, contract, property rights or agreement, (iii) any lease, license, contract, property rights or agreement to which any Grantor is a party (or to party, any of its rights or interests thereunder) if thereunder or any assets subject thereto to the grant extent that any applicable law prohibits the creation of such a 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 terms of, or a default under, any such lease, license, contract, property rights or agreement thereon (other than, in each case, 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, New York UCC (or any successor provision or provisions) in any relevant jurisdiction or any other applicable law or principles of equity) and (iv) any of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (C) any application for registration outstanding capital stock 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 Foreign Subsidiary in excess of use or amendment to allege use is filed, at which time such trademark shall automatically become part 65% of the Collateral and subject voting power of all classes of capital stock of such Foreign Subsidiary entitled to the security interest pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Datevote.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the 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, such other description as the Collateral Agent may determine and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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 filingfiling or covering Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations or amendments thereto if filed prior to the date hereofthereto. 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party Creditor to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
Appears in 1 contract
Sources: Guaranty and Collateral Agreement (HUGHES Telematics, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Guaranteed Obligations, each Grantor Guarantor hereby 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 Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the ““ Security Interest”), ) in all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor 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 cash cash, Deposit Accounts and Deposit Accountssecurities accounts;
(iv) all Documents;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) all Instruments;
(ix) all Inventory;
(x) 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
(xiv) to the extent not otherwise included, all Proceeds proceeds, supporting obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing; provided. Notwithstanding anything to the contrary in this Agreement, howeverthis Agreement shall not constitute a grant of a security interest (other than the grant of security interest in the Pledged Stock pursuant to Section 3.01) in, that the and “Article 9 Collateral Collateral” shall not include, and in no event shall the security interest granted under this Section 4.01 attach to (Aa) any leaseEquity Interests of any Person (except for Equity Interests of any Material Subsidiary listed on Schedule IV hereto as such schedule may be updated from time to time, licensethat can be perfected upon the filing of a financing statement), contract, property rights (b) any Material Pledged Debt Securities or agreement to which any Grantor is a party (or debt securities that may be pledged pursuant to any foreign pledge agreement under the terms of its rights or interests thereunderthe Credit Agreement, (c) if the grant of such security interest would constitute or result in either (x) the abandonment, invalidation or unenforceability any assets of any right, title or interest of any Grantor therein or (y) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, Subsidiary to the extent that any such term would be rendered ineffective pursuant to Sections 9-406that, 9-407, 9-408 or 9-409 as of the UCCClosing Date, and for so long as, a pledge of such assets would violate a contractual obligation binding on such assets or such Subsidiary, (d) any provision assets of any Subsidiary acquired after the Closing Date in accordance with the Credit Agreement if, and to the extent that, and for so long as (1) pledging such assets would violate applicable law or a contractual obligation binding on such assets or such Subsidiary and (2) such law or obligation existed at the time of the Bankruptcy Code acquisition thereof or otherwise), (Be) any Grantor’s directors and officers liability insurance policies, (C) any application for registration of a trademark filed with the United States Patent and Trademark Office on an intent-to-use basis until 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 time (if any) as a statement of intent- to-use or amendment to allege use is filedtrademark applications under applicable federal law; provided, at which time such trademark shall automatically become part that, upon the reasonable request of the Collateral Administrative Agent, Company shall, and subject shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the security interest pledged types described in clauses (c) and (d) above, other than those set forth in a joint venture agreement to which the Company or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Dateany Subsidiary is a party.
(b) Each Grantor Guarantor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) ), continuation statements, or other filings and recordings, with respect to the Article 9 Collateral and any other collateral pledged hereunder or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, or such other information as may be required under applicable law including (Ai) whether such Grantor Guarantor is an organization, the type of organization and any organizational identification number issued to such Grantor and Guarantor, (Bii) in the case of a financing statement filed as a fixture filingFixtures, a sufficient description of the real property to which such Article 9 Collateral relatesrelates and (iii) a description of collateral that describes such property in any other manner as the Administrative Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral or other collateral granted under this Agreement, including describing such property as “all assets” or “all property”. Each Grantor Guarantor agrees to provide such information to the Collateral Administrative Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral 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 purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each GrantorGuarantor, without the signature of any GrantorGuarantor, and naming any Grantor Guarantor or the Grantors Guarantors as debtors and the Collateral 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 Guarantor with respect to or arising out of the Article 9 Collateral.
Appears in 1 contract
Security Interest. (a) As security for the payment or ------------------ performance, as the case may be, in full of the Obligations, 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 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 including, without limitation, the Specified Deposit Accounts;
(ii) all Chattel Paper;
(iii) all cash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsInventory;
(ix) all Inventory;
(x) all Investment Property;
(xix) all Letter-of-Credit Rightscredit rights;
(xi) all commercial tort claims set forth on Schedule III;
(xii) all Commercial Tort Claims;
(xiii) all books and records pertaining to the Article 9 Collateral;
(xiii) all Fixtures; and
(xiv) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing foregoing, including cash held in the Lockbox System and the Specified Deposit Accounts, and all 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 Section 4.01, the term "Article 9 Collateral Collateral" shall not include, and in no event shall the security interest granted under this Section 4.01 attach to (A) include 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing DateExcluded Inventory.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and Grantor, (Bii) in the case of a financing statement filed as a fixture filing, filing a sufficient description of the real property to which such Article 9 Collateral relates. relates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted to the Collateral Agent, including describing such property as "all assets" or "all property." Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Wki Holding Co Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guaranties, 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 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 cash and Commercial Tort Claims listed on Schedule III hereto;
(v) all Deposit Accounts;
(ivvi) all Documents;
(vvii) all Equipment;
(vi) all Fixtures;
(viiviii) all General Intangibles;
(viiiix) all Instruments;
(ixx) all Inventory;
(xxi) 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
(xivxiii) 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 (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) any Equity Interests in any Unrestricted Subsidiary or any Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the 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 the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a security interest 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 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 Article 9 Collateral limitation set forth in clause (E) above shall not includeaffect, and in no event shall limit, restrict or impair the grant by a Grantor of a 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 terms of, or a default under, this Agreement in any such lease, license, contract, property rights or agreement (other than, in each case, 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 term would required consent that is reasonably obtainable with respect to Collateral which the Administrative Agent reasonably determines to 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, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Datematerial.
(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 effecteffect 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 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each the 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 all of the Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such the Grantor or in which such the Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel PaperDeposit Accounts;
(iii) all cash and Deposit AccountsDocuments;
(iv) all Documents;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(v) the Collection Account;
(vi) the Debt Service Account;
(vii) all Media Revenues;
(viii) all Instrumentsthe Grantor’s rights in respect of Local Media Contracts;
(ix) all InventoryMembership Rights;
(x) all Investment PropertyExpansion Revenues;
(xi) all Letter-of-Credit Ticket Rights;
(xii) all Commercial Tort ClaimsEmployee Contracts;
(xiii) all Instruments;
(xiv) all Investment Property that shall arise from any investment from time to time in the Debt Service Account;
(xv) all money market deposit accounts maintained with the Collateral Agent for the purpose of investing amounts deposited in the Collection Account and the Debt Service Account;
(xvi) all books and records pertaining to any of the Article 9 Collateralforegoing; and
(xivxvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given to the Grantor by any person Person with respect to any of the foregoing; providedin each case, however, except that the Article 9 Collateral shall not includeinclude (w) any Investment Property other than Investment Property pursuant to clause (xiv) above, (x) any property or assets to the extent such item (other than any item constituting Core Collateral) has been assigned, pledged or otherwise transferred by the Grantor to any Person (other than the Secured Parties) in a transaction that is not prohibited by the Credit Agreement or any other Loan Document, (y) any Commingled Assets, and in no event shall the security interest granted under this Section 4.01 attach to (Az) any leaseUnited States “intent to use” trademark application or intent-to-use service ▇▇▇▇ application filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act solely to the extent, licenseif any, contractthat, property rights or agreement to which any Grantor is a party (or to any of its rights or interests thereunder) and solely during the period, if any, in which, the grant of such a security interest therein would constitute impair the validity of, or render void or voidable or result in either (x) the abandonment, invalidation or unenforceability cancellation of any the Grantor’s right, title or interest therein or any Trademark issued as a result of such application under applicable federal law, or any Trademark or other rights therein or thereto if the grant of a lien on or security interest in such Trademark would result in the cancellation or voiding of such Trademark or such rights. This Agreement shall not constitute a grant of a security interest in any property or assets to the extent that, and for so long as, such grant of a security interest is prohibited by any requirement of law, rule or regulation, requires a consent not obtained of any Grantor therein Governmental Authority pursuant to any such law, rule or (y) in regulation, is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or assets or, in the case of Equity Interests in any Person that is not a Subsidiary of the Borrower, to the extent, and for so long as, such grant requires, pursuant to the terms ofconstituent documents of such Person or any related joint venture, shareholder or a default undersimilar agreement binding on any shareholder, partner or member of such Person, the consent of any such lease, license, contract, property rights governing body of or agreement Persons (other thanthan of the Borrower or any of its Affiliates) holding Equity Interests in such Person and such consent shall not have been obtained, except in each case, case to the extent that any such requirement of law, rule or regulation or the term would be rendered in such contract, license, agreement, instrument or other document or constituent documents, shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective pursuant to Sections 9-406under applicable law, 9-407, 9-408 rule or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Dateregulation.
(b) Each The Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction in the United States 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, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such the Grantor is an organization, the type of organization 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 relatesGrantor. Each The Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other countrythe United States) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each the Grantor, without the signature of any the Grantor, and naming any the Grantor or the Grantors as debtors debtor and the Collateral Agent 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 the Grantor with respect to or arising out of the Article 9 Collateral.9
Appears in 1 contract
Sources: Security Agreement
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each 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, 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 cash and Deposit AccountsDocuments;
(iv) all DocumentsEquipment;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viiivi) all Instruments;
(ix) all Inventory;
(x) all Investment Property;
(xi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims;
(xiiivii) 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
(xivxvi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing; provided, however, provided that the Article 9 Collateral (i) this Agreement shall not include, and in no event shall the constitute a grant of 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, Intellectual Property to the extent that any such term a grant of a security interest would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 result in the forfeiture of the UCCGrantor’s rights in such property, including, without limitation, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (C) any application for registration of a trademark Trademark applications filed with in the United States Patent and Trademark Office on an intent-to-use 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 time (if any) as a statement of use or amendment to allege use is filed, at which time such trademark Trademark application shall be automatically become part of the Collateral and subject to the security interest pledged or 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 Vault Cash AmountsCollateral 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 Accounts and (K) assets to the extent a security interest in such assets would result in material adverse tax consequences as reasonably determined by the Lead Borrower, provided that the limitation set forth in clause (K) 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 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 an aggregate principal amount not to exceed $1,097,341.95 the event that Rule 3-16 of Regulation S-X under the Vault Cash 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 effect on the Closing DateEquity 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 Article 9 Collateral as “all assets” assets of such Grantor or words of similar effecteffect 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 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.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, each Grantor Guarantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, of the Second Lien Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, of the Second Lien Secured Parties, a security interest (the “Security Interest”), "SECURITY INTEREST") in all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor 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 "ARTICLE 9 Collateral”COLLATERAL"):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all cash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesGoods;
(viii) all Instruments;
(ix) all Inventory;
(x) 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
(xiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; provided, however, that 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.
Appears in 1 contract
Security Interest. (a) As security for the prompt and full payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit performance of the Secured PartiesObligations, the Debtor (i) hereby ratifies, confirms and restates its prior and continuing assignment, pledge and grant to the Secured Party of a continuing lien on and security interest, prior to all other Liens except Liens permitted under the Loan Agreement, on and in and to all of the Debtor's property described below, as well as all products thereof and proceeds derived therefrom (including, without limitation, all proceeds of insurance), whether now owned or existing or hereafter acquired or arising or created, all of the Debtor's right, title and interest in and to and relating to all such property, products or proceeds, wherever located, and (ii) hereby further assigns and pledges, and hereby grants creates and grants, to the Collateral AgentSecured Party, its successors a continuing lien on and assigns, for the ratable benefit security interest in and to all of the Secured Partiesfollowing items and types of properties, a security interest (now owned or hereafter arising or acquired by the “Security Interest”)Debtor, in wheresoever located, and 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 Debtor therein (collectively, the “Article 9 "Collateral”"):
(i) all All Accounts, Chattel Paper (including Tangible Chattel Paper and Electronic Chattel Paper), Commercial Tort Claims, Contracts, Documents and Instruments;
(ii) all Chattel PaperAll Inventory;
(iii) All Goods, excluding all cash Fixtures and Deposit AccountsEquipment;
(iv) all DocumentsAll General Intangibles (including Payment Intangibles), Trademarks, Patents, Copyrights and Trade Secrets;
(v) all EquipmentAll Cash, Deposit Accounts, Investment Property, Letter-of-Credit Rights and Supporting Obligations;
(vi) all FixturesAll Additional Collateral;
(vii) all General Intangibles;All other goods and personal property of the Debtor, whether tangible or intangible, now owned or hereafter acquired by the Debtor, wheresoever located; and
(viii) all Instruments;
(ix) all Inventory;
(x) 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
(xiv) to the extent not otherwise included, all All Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect relating to any each of the foregoing; provided, however, that 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.
(b) Each Grantor hereby irrevocably authorizes The Collateral includes all of the Collateral Agent items described above in paragraph (a), whether now owned or hereafter at any time arising or acquired by the Debtor and from time to time to file in any relevant jurisdiction any initial financing statements wherever located, and includes all replacements, additions, accessions, substitutions, repairs, guaranties and securities therefor, Proceeds and products relating thereto or therefrom, and all documents, records (including fixture filings) with respect but not limited to, manual records, computer runs, print outs, tapes, disks, software, programs, source codes and other computer prepared information and equipment of any kind), ledger sheets and files of the Debtor relating thereto. Proceeds hereunder include any insurance now or hereafter payable by reason of loss or damage to the Article 9 any item of 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 effectproceeds thereof, and (ii) contain all unearned refund premiums and dividends which may become payable under such policies of insurance and loss payments under such policies, which shall reduce the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured partyunearned premiums.
(c) If the Debtor shall at any time acquire a Commercial Tort Claim with a value of which the Debtor reasonably believes to be in excess of $500,000, the Debtor shall promptly notify the Secured Party, in writing signed by the Debtor, of the brief details thereof and grant to the Secured Party in such writing a security interest in the Commercial Tort Claim and in the Proceeds thereof, all upon the terms of this Security Agreement, with such writing to be in form and substance satisfactory to the Secured Party.
(d) The Security Interest security interest granted pursuant to this Article II is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way alter affect or modify, any obligation obligations or liability of the Debtor under any Grantor with respect to or arising out of the Article 9 CollateralCollateral or any transaction which gave rise thereto.
Appears in 1 contract
Sources: Loan Agreement (Uni Marts Inc)
Security Interest. (a) As Subject to paragraph (b) below, as security for the payment or performance, as the case may be, in full of the Obligations, 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, 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 cash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsInventory;
(ix) all Inventory;
(x) all Investment Property;
(xix) all Letter-of-Credit Rightsrights;
(xii) all Commercial Tort Claims;
(xiiixi) all books and records pertaining to the Article 9 Collateral; and
(xivxii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing; provided, however, that 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.
(b) Notwithstanding the foregoing, (i) no security interest shall be granted in accounts receivable and related assets sold or purported to be sold or as to which a security interest is granted, in each case pursuant to the Receivables Facility and (ii) no security interest granted in respect of the Grantors’ rights, titles and interests in the BP Contract shall be deemed to limit in any manner the right of “BP” (as defined in the BP Contract) to exercise the “Option” (as defined in the BP Contract); provided that this subclause (ii) shall not be deemed to limit in any manner the rights of the Collateral Agent hereunder in respect of any Proceeds resulting from the exercise of such Option. Any property in which a security interest is not granted pursuant to clause (i) of the first sentence of this paragraph (b) shall not be considered Article 9 Collateral for purposes of this Agreement and none of the representations and warranties and covenants herein shall apply to such assets.
(c) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” assets of such Grantor Pledgor (other than the assets described in the immediately preceding clause (b)) or words of similar effecteffect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Aa) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof so long as such financing statements or amendments conform to the terms 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 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.
(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 9 Collateral.9
Appears in 1 contract
Security Interest. (a) As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the its Secured Obligations, 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 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 cash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsInventory and all other Goods not otherwise described above;
(ix) all Inventory;
(x) all Investment Property;
(x) all Commercial Tort Claims with respect to the matters described on Schedule III;
(xi) all Letter-of-Credit Rightsother personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xii) all Commercial Tort Claims;
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xivxiii) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; provided, however, that this Agreement shall not constitute a grant of a security interest in, and the term Article 9 Collateral shall not include, and in no event shall the security interest granted under any Excluded Property. The Collateral Agent agrees to execute an amendment to this Section 4.01 attach to (A4.01(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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 anynecessary) as a statement of use or amendment to allege use is filed, at which time such trademark shall automatically become part of exclude from the Collateral and subject to the security interest pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.Article
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time 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 Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor is an organization, the type of organization 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 relatesrelates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property”. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file or cause to be filed 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 any such Grantor, and naming any such Grantor or the Grantors as debtors and the Collateral Agent as secured party. For the avoidance of doubt, the Collateral Agent shall not be responsible for the perfection of any Security Interest or for the filing, form, content or renewal of any UCC financing statement, fixture filings, Mortgages, deeds of trust and such other documents or instruments.
(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 Collateral.9
Appears in 1 contract
Sources: Collateral Agreement (Realogy Corp)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Loan Party 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, in all right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor 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, including all Health-care-insurance Receivables;
(ii) all Chattel Paper;
(iii) all cash and Deposit AccountsDocuments;
(iv) all DocumentsEquipment;
(v) all EquipmentInventory;
(vi) all Fixturesother Goods;
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsInvestment Property;
(ix) all InventoryIntellectual Property (except for “intent-to-use” applications for a trademark or service ▇▇▇▇, 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” application under applicable Federal law);
(x) all Investment Propertyother General Intangibles;
(xi) all Letter-of-Credit RightsRights that are Supporting Obligations;
(xii) all Commercial Tort ClaimsClaims specifically described on Schedule IV hereto, as such schedule may be supplemented from time to time pursuant to the terms hereof;
(xiii) all books and records pertaining to the any Article 9 Collateral; and
(xiv) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing; providedprovided that, however, that the Article 9 Collateral shall not include, and in no event shall the security interest granted under this Section 4.01 attach to include (A) Intellectual Property to the extent, but only to the extent that, perfection of a security interest therein requires a filing to be made in any jurisdiction other than the United States, any political subdivision thereof or its territories or possessions, (B) the Excluded Equity Interests, (C) to the extent (but only to the extent) that at any time the Collateral Agent may not validly possess a security interest in any Retained Collection Rights under applicable law, such Retained Collection Rights, (D) any contract, agreement, lease, license, contract, property rights license or agreement permit to which any Grantor a Loan Party is a party (or to any of its rights or interests thereunder) thereunder if and for so long as the grant of such security interest would shall constitute or result in either (x1) the abandonment, invalidation or unenforceability of any right, title or interest right of any Grantor the Loan Party therein or (y2) in a breach or termination pursuant to the terms of, or a default under, any such contract, agreement, lease, license, contract, property rights license or agreement permit (other than, in each case, than to the extent that any such term would be rendered ineffective pursuant to Sections Section 9-406, 9-407, 9-408 or 9-409 of the UCCNew York UCC or any other applicable law or principles of equity), provided that such security interest shall attach immediately at such time as the condition causing such unenforceability, breach or termination shall cease to be applicable and, to the extent severable, shall attach immediately to any provision portion of such contract or agreement that does not result in any of the Bankruptcy consequences specified this clause, including any Proceeds of such contract or agreement, (E) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (F) Deposit Accounts (except to the extent constituting or otherwisecontaining Collateral referred to in clause (xiv) above) and (G) Letter-of-Credit Rights not constituting Supporting Obligations, (H) cash (except to the extent constituting Collateral referred to in clause (xiv) above), (BI) any Grantor’s directors real property leases and officers liability insurance policies, (CJ) any application for registration of a trademark filed with the United States Patent and Trademark Office on an intent-to-use basis until Commercial Tort Claims that are not specifically described in Schedule IV (as such schedule may be supplemented from 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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Datetime).
(b) Each Grantor Loan Party hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant the jurisdiction of its organization 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 Loan Party or words of similar effect, effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable such jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor Loan Party is an organization, the type of organization 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 relatesLoan Party. Each Grantor Loan Party agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for Loan Party hereby further irrevocably authorizes the Collateral Agent at any time and from time 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 time 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 countryoffice) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantorsuch Loan Party in any United States registered Patent, United States registered Copyright and United States registered Trademark (and applications for any of the foregoing), without the signature of any Grantor, such Loan Party and naming any Grantor or the Grantors such Loan Party as debtors debtor and the Collateral Agent 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 9 Collateral.9
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (PharMerica CORP)
Security Interest. (a) As security for the payment or performance, as the case may be, performance in full when due of the Obligations, including each Guarantee of the Obligations, 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 continuing security interest (the “Security Interest”), ) in all of its right, title or and interest in or to any and all of the following assets and properties properties, whether now owned owned, or at any time hereafter acquired by or arising in favor of such Grantor or in which such Grantor now has or at any time in the future may acquire any rightGrantor, title or interest and regardless of where located (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 Fixtures;
(vii) all General Intangibles;
(viii) all InstrumentsIntellectual Property, including all claims for, and rights to ▇▇▇ for, past or future infringements of Intellectual Property, and all income, royalties, damages and payments now or hereafter due or payable with respect to Intellectual Property;
(ix) all InventoryGoods;
(x) all Investment PropertyInstruments;
(xi) all Letter-of-Credit RightsInventory, including goods that are returned, repossessed, stopped in transit or which are otherwise owned by any Grantor;
(xii) all Commercial Tort ClaimsInvestment Property, Pledged Equity and other Pledged Collateral;
(xiii) all books and records pertaining to the Article 9 Collateral;
(xiv) all Letters of Credit and Letter of Credit Rights;
(xv) all Money, cash and cash equivalents;
(xvi) all Commercial Tort Claims described on Schedule 10 to the Perfection Certificate or any Perfection Certificate Supplement; and
(xivxvii) 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 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.;
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, 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 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 cash and Deposit Accounts;
(iv) all DocumentsCommercial Tort Claims set forth on Schedule III;
(v) all EquipmentDocuments;
(vi) all Equipment;
(vii) all Fixtures;
(viiviii) all General Intangibles;
(viiiix) all Goods;
(x) all Instruments;
(ixxi) all Intellectual Property;
(xii) all Inventory;
(xxiii) all Investment PropertyProperty other than the Pledged Collateral;
(xixiv) all Letter-of-Letters of Credit and Letter of Credit Rights;
(xiixv) all Commercial Tort Claimsminerals, oil, gas and As-Extracted Collateral;
(xiiixvi) all Money;
(xvii) all books and records pertaining to the Article 9 Collateral; and
(xivxviii) 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 collateral security and guarantees given by any person with respect to any of the foregoing; provided. Notwithstanding anything to the contrary in the Credit Documents, however, that this Agreement shall not constitute a grant of a security interest in (and the Article 9 Collateral shall not include, ) and in no event shall 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 (except to the extent the security interest granted under this Section 4.01 attach to in such vehicles or assets can be perfected by filing an “all assets” UCC-1 financing statement), (Ab) any leaseassets over which the granting of security interests in such assets (i) would be prohibited by an enforceable contractual obligation binding on the assets (including Permitted Liens) or applicable Requirements of Law (in each case, licenseexcept to the extent such prohibition is unenforceable after giving effect to applicable provisions of the Uniform Commercial Code or other applicable Requirement of Law, contractother than proceeds thereof, property rights the assignment of which is expressly deemed effective under the Uniform Commercial Code or agreement other applicable Requirement of Law notwithstanding such prohibitions) or (ii) would result in a material adverse tax consequence to which the Borrower, any Subsidiary or any Parent Entity as reasonably determined by the Borrower in writing delivered to the Collateral Agent and consented to by the Collateral Agent, such consent not to be unreasonably withheld or delayed, provided that in each case, immediately upon the ineffectiveness, lapse or termination of any such obligations or material adverse tax consequence (as applicable), the Article 9 Collateral shall include, and such Grantor is shall be deemed to have granted a party (or to any of its rights or interests thereunder) if the grant of such security interest would constitute in such assets as if such provision, Requirement of Law or result material adverse tax consequence had never been in either effect, (xc) those assets with respect to which, in the abandonmentreasonable judgment of the Collateral Agent, invalidation the costs or unenforceability 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 and for which requirements related to perfection are not set forth, provided that in the case of perfecting, to the extent that limitations with respect to perfection requirements for such assets are specifically set forth in this Agreement, such assets shall not be considered “Excluded Assets”, (d) any Excluded Securities, (e) any Grantor’s right, title or interest in any license, contract or agreement to which such Grantor is a party or any of any Grantor therein its right, title or (y) 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 or termination pursuant to of the terms of, or constitute a default under, any such lease, license, contract, property rights contract or agreement to which such Grantor is a party (other than, in each case, than to the extent that any such term would be rendered ineffective pursuant to Sections Section 9-406, 9-407, 9-408 or 9-409 of the UCC, Texas UCC or any provision other applicable law or regulation (including Title 11 of the Bankruptcy Code United States Code) or otherwiseprinciples of equity); provided that, immediately upon the ineffectiveness, lapse or termination of any such provision, the Article 9 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, (Bf) any Grantor’s directors and officers liability insurance policies, (C) any Trademark application for registration of a trademark filed with in the United States Patent and Trademark Office on an intent-to-the basis of any Grantor’s “intent to use” such Trademark and for which a form evidencing 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 Trademark has not yet been filed with and subject accepted by the United States Patent and Trademark Office, to the extent that granting a security interest pledged in such Trademark application prior to such filing would result in the cancellation or abandonment of the same or would impair the registrability, enforceability or validity of such Trademark application or any registration that issues therefrom under applicable federal law, (Dg) any Building (as defined in the Vault Cash Amountsapplicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) located on real property, in each case, in an aggregate principal amount not to exceed $1,097,341.95 area having special flood hazards and in which flood insurance is available under the Vault Cash National Flood Insurance Act of 1968, and (h) 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 permitted under 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 permitted by the Credit Agreement in effect on (the Closing Dateforegoing clauses (a) through (h) (the foregoing clauses
(a) through (g), the “Excluded Assets”); provided that the Collateral shall include the Proceeds of any of the foregoing unless such Proceeds also constitute Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide relates and (iii) a description of collateral describing such information to property as “all assets and all proceeds thereof” or “all property and all proceeds thereof” or words of similar effect or that describes such property in any other manner as the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereofgranted under this Agreement. 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby collaterally 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 Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”)) in, in all right, title and interest in, to or interest in or to under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor 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 (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(iii) all cash and all Deposit AccountsAccounts and all monies deposited therein;
(iv) all DocumentsEquipment (including all Fixtures);
(v) all EquipmentDocuments;
(vi) all FixturesGeneral Intangibles (including Intellectual Property);
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsInventory;
(ix) all InventoryInvestment Property (including all Commodities Contracts, Commodities Accounts, Securities and Securities Accounts and Security Entitlements or Financial Assets credited thereto);
(x) all Investment PropertyLetter of Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xi) all Letter-of-Credit RightsCommercial Tort Claims described on Schedule IV, as such Schedule may be supplemented from time to time;
(xii) Contracts, together with all Commercial Tort ClaimsContract Rights arising thereunder;
(xiii) all Goods;
(xiv) all Supporting Obligations;
(xv) all books and records Records pertaining to the Article 9 Collateral; and
(xivxvi) to the extent not otherwise included, all products and Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of the Grantors or the Secured Parties in respect thereof and all collateral security and guarantees given by any person Person with respect to any of the foregoing; provided, however, that 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.
(b) Each Grantor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filingsfilings with respect to Fixtures appurtenant to any Mortgaged Property) 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 effecteffect 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 other applicable law 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 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. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Administrative Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Administrative Agent is further authorized to file with the United States Patent and Trademark Office or 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 or the Grantors as debtors and the Collateral Administrative Agent as secured party. Each Grantor will pay any applicable filing fees, recordation taxes and related expenses relating to its Collateral.
(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 Collateral.9
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each the 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 all of the Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such the Grantor or in which such the Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel PaperDeposit Accounts;
(iii) all cash and Deposit AccountsDocuments;
(iv) all Documents;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(v) the Collection Account;
(vi) the Debt Service Account;
(vii) any and all Visual Media Revenues and Distributable Visual Media Revenues in respect of any League Visual Media Contracts;
(viii) the Local Visual Media Contracts and any and all InstrumentsVisual Media Revenues in respect thereof;
(ix) all InventoryMembership Rights;
(x) all Investment PropertyExpansion Revenues;
(xi) all Letter-of-Credit Ticket Rights;
(xii) all Commercial Tort ClaimsEmployee Contracts;
(xiii) all Instruments;
(xiv) all Investment Property that shall arise from any investment from time to time in the Debt Service Account;
(xv) all money market deposit accounts maintained with the Collateral Agent for the purpose of investing amounts deposited in the Collection Account and the Debt Service Account;
(xvi) all books and records pertaining to any of the Article 9 Collateralforegoing; and
(xivxvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given to the Grantor by any person Person with respect to any of the foregoing; providedin each case, however, except that the Article 9 Collateral shall not includeinclude (w) any Investment Property other than Investment Property pursuant to clause (xiv) above, (x) any property or assets to the extent such item (other than any item constituting Core Collateral) has been assigned, pledged or otherwise transferred by the Grantor to any Person (other than the Secured Parties) in a transaction that is not prohibited by the Credit Agreement or any other Loan Document, (y) any Commingled Assets, and in no event shall the security interest granted under this Section 4.01 attach to (Az) any leaseUnited States “intent to use” trademark application or intent-to-use service ▇▇▇▇ application filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act solely to the extent, licenseif any, contractthat, property rights or agreement to which any Grantor is a party (or to any of its rights or interests thereunder) and solely during the period, if any, in which, the grant of such a security interest therein would constitute impair the validity of, or render void or voidable or result in either (x) the abandonment, invalidation or unenforceability cancellation of any the Grantor’s right, title or interest therein or any Trademark issued as a result of such application under applicable federal law, or any Trademark or other rights therein or thereto if the grant of a lien on or security interest in such Trademark would result in the cancellation or voiding of such Trademark or such rights. This Agreement shall not constitute a grant of a security interest in any property or assets to the extent that, and for so long as, such grant of a security interest is prohibited by any requirement of law, rule or regulation, requires a consent not obtained of any Grantor therein Governmental Authority pursuant to any such law, rule or (y) in regulation, is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or assets or, in the case of Equity Interests in any Person that is not a Subsidiary of the Borrower, to the extent, and for so long as, such grant requires, pursuant to the terms ofconstituent documents of such Person or any related joint venture, shareholder or a default undersimilar agreement binding on any shareholder, partner or member of such Person, the consent of any such lease, license, contract, property rights governing body of or agreement Persons (other thanthan of the Borrower or any of its Affiliates) holding Equity Interests in such Person and such consent shall not have been obtained, except in each case, case to the extent that any such requirement of law, rule or regulation or the term would be rendered in such contract, license, agreement, instrument or other document or constituent documents, shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective pursuant to Sections 9-406under applicable law, 9-407, 9-408 rule or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Dateregulation.
(b) Each The Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction in the United States 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, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such the Grantor is an organization, the type of organization 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 relatesGrantor. Each The Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other countrythe United States) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each the Grantor, without the signature of any the Grantor, and naming any the Grantor or the Grantors as debtors debtor and the Collateral Agent 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 the Grantor with respect to or arising out of the Article 9 Collateral.
Appears in 1 contract
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, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit obligations of the Secured PartiesCompany under the Loan Documents (the “Obligations”), and the Company hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Buyer a continuing security interest (the “Security Interest”)in, in and 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;
(ii) all Chattel Paper;
(iii2) all cash and cash equivalents;
(3) all Chattel Paper (including Electronic Chattel Paper);
(4) all Contract Rights;
(5) all Deposit Accounts;
(iv6) all Documents;
(v7) all Equipment;
(vi8) all Financial Assets;
(9) all Fixtures;
(vii10) all General Intangibles;
(viii11) all InstrumentsGoods;
(ix12) all Instruments (including, without limitation, all promissory notes and certificated securities);
(13) all Inventory;
(x14) all Investment Property;
(xi15) all Letter-of-Credit Rights;
(xii16) all Commercial Tort ClaimsPayment Intangibles;
(xiii17) all books 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;
(21) all capital stock of LipimetiX (as defined below) owned by the Company; and
(xiv22) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of foregoing. Notwithstanding the foregoing; provided, however, that the Article 9 Collateral Buyer’s security interest in the capital stock of LipimetiX granted hereunder shall not includebe effective unless and until the Buyer executes and delivers to the Company a joinder to the Stockholders Agreement dated, as of June 23, 2015, by and among LipimetiX and the stockholders named therein, agreeing to be bound by the terms of such agreement. Notwithstanding the foregoing, in no event shall the Collateral include, and the Company shall not be deemed to have granted a security interest granted under this Section 4.01 attach to (A) any leasein, 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 terms of, or a default under, any such lease, license, contract, property rights contract or agreement (other thanto which the Company is a party, in each case, but only to the extent that any such term would be rendered ineffective pursuant to Sections 9-406a grant would, 9-407under the terms of such license, 9-408 contract or 9-409 agreement, result in a breach of the UCC, any provision of the Bankruptcy Code terms thereof or otherwise), (B) any Grantor’s directors constitute a default thereunder. The parties hereto hereby acknowledge and officers liability insurance policies, (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 agree that the security interest pledged created hereby in the Collateral constitutes continuing collateral security for all of the Obligations, whether now existing or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Datehereafter arising.
(bii) Each Grantor hereby irrevocably authorizes The Company covenants that, so long as any of the Collateral Agent at any time Obligations remain outstanding, the Company will execute and deliver to the Buyer and/or file such agreements, assignments or instruments and do all such other things as the Buyer may reasonably deem necessary or appropriate (a) to assure to the Buyer its security interests hereunder are perfected, including such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Buyer may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and any other personal property security legislation in the appropriate state(s) or jurisdiction(s), and (b) to otherwise protect and assure the Buyer of its rights and interests hereunder. The Company hereby authorizes the Buyer to prepare and file in any relevant jurisdiction any initial such financing statements (including fixture filingscontinuation statements) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereof or supplements thereto if filed prior or other instruments as the Buyer may from time to time deem necessary or appropriate in order to perfect and maintain the date hereof. The Collateral Agent is further authorized to file security interests granted hereunder in accordance 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 or the Grantors as debtors and the Collateral Agent as secured partyUCC.
(ciii) The Security Interest is granted Company covenants that, so long as security only and shall not subject any of the Obligations remain outstanding, the Company will defend its interests in the Collateral Agent against the claims and demands of all other parties claiming an interest therein and keep the Collateral free from all Liens, except for the security interests granted hereunder and for Permitted Liens (as defined herein). “Lien” shall mean any mortgage, security interest, lien, claim, charge, encumbrance on, pledge or any deposit of, or conditional sale or other Secured Party title retention agreement with respect to, any property (real or in any way alter personal) or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateralasset.
Appears in 1 contract
Sources: Securities Purchase, Loan and Security Agreement (Capstone Therapeutics Corp.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby 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 Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”)) in, in all right, title or 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 cash and Deposit Accounts;
(iv) all DocumentsDocuments (other than title documents relating to vehicles);
(v) all Equipment;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsInventory;
(ix) all InventoryAll Investment Property;
(x) all Investment Property;
(xi) all Letter-of-Credit Rights;
(xi) Commercial Tort Claims described in Schedule IV;
(xii) all Commercial Tort Claimsother 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
(xiv) to the extent not otherwise included, all Proceeds and products of any and all Supporting Obligations of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing; provided, howeverthat notwithstanding anything herein to the contrary, that the Article 9 Collateral shall not include, and in no event shall the security interest granted under this Section 4.01 hereunder attach to to, nor the terms “Article 9 Collateral” or “Pledged Stock” include (A) any lease, license, contract, property rights contract or agreement to which any a Grantor is a party (or to any of its rights or interests thereunder) thereunder if and for so long as the grant of such security interest would shall constitute or result in either (xi) the abandonment, invalidation or unenforceability of any right, title or interest right of any the Grantor therein or (yii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights contract or agreement (other than, in each case, 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 UCCNew 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 provision proceeds of the Bankruptcy Code such contract or otherwise)agreement, (B) more than 65% of the issued and outstanding voting Equity Interests of any Grantor’s directors 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 officers liability insurance policies, (C) assets owned by any application for registration of Grantor on the date hereof or hereafter acquired and any proceeds thereof that are subject to a trademark filed with the United States Patent and Trademark Office on an intent-to-use basis until such time (if anyLien securing Indebtedness permitted to be incurred pursuant to Section 6.01(a)(v) 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 Credit Agreement to the security interest pledged extent and for so long as the contract or other agreement in which such Lien is granted (Dor the documentation providing for such Indebtedness) validly prohibits the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect creation of any other Lien on the Closing Datesuch assets and proceeds.
(b) Each Grantor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” assets of such Grantor Pledgor, whether now owned or hereafter acquired or words of similar effecteffect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Aa) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Administrative Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Administrative Agent is further authorized to file with the United States Patent and Trademark Office or 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 or the Grantors as debtors and the Collateral 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 Collateral.9
Appears in 1 contract
Sources: Revolving Credit Agreement (Ami Celebrity Publications, LLC)
Security Interest. (a) As security for the payment or performance, as the case may be, performance in full of the Secured Obligations, including the Guaranteed Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a second-priority security interest (the “Security Interest”)) in, in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all cash and Deposit AccountsDocuments;
(iv) all DocumentsEquipment and Fixtures;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viiivi) all Goods;
(vii) all Instruments;
(ixviii) all Inventory;
(xix) all Investment Property;
(xix) all Letter-of-Credit RightsRights to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of security interests in such Article 9 Collateral is accomplished solely by the filing of a UCC financing statement;
(xii) all Commercial Tort Claims;
(xiiixi) all books and records pertaining to the Article 9 Collateral;
(xii) all Intellectual Property and Licenses;
(xiii) all Commercial Tort Claims listed on Schedule III and on any supplement thereto received by the Administrative Agent pursuant to Section 3.03(g); and
(xiv) to the extent not otherwise included, all Proceeds Proceeds, products, accessions, rents and products profits of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any person Person with respect to any of the foregoing; providedprovided that, howevernotwithstanding anything to the contrary in this Agreement, that (i) this Agreement shall not constitute a grant of a security interest in any Excluded Assets and (ii) the Article 9 Collateral (nor any defined term therein) shall not include, and in no event shall the security interest granted under this Section 4.01 attach to (A) include 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing DateExcluded Assets.
(b) Each Subject to Section 3.01(e), 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 and continuations thereof that (i) indicate the Article 9 Collateral as “all assetsassets of the debtor, whether now existing or hereafter arising” of such Grantor or words of similar effect, effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the Uniform Commercial Code UCC 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 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 relatesGrantor. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon any reasonable request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral; provided that the foregoing will not limit or otherwise affect the obligations and liabilities of the Grantors to the extent set forth herein and in the other Loan Documents.
(d) Upon three (3) Business Days prior written notice (or, with respect to filings as of the Closing Date, without any such notice) to the applicable Grantor, the Administrative Agent is authorized to file with the USPTO or the USCO (or any successor office) additional documents (including any Intellectual Property Security Agreements and/or supplements thereto) as may be necessary for the purpose of perfecting, confirming, continuing, enforcing (subject to the terms of the Intercreditor Agreements) or protecting the Security Interest in the Registered Intellectual Property Collateral of each Grantor in which a security interest has been granted by each Grantor, and naming any Grantor as debtor and the Administrative Agent as secured party.
(e) Notwithstanding anything to the contrary in the Loan Documents, none of the Grantors shall be required, nor is the Administrative Agent authorized, (i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Property to the extent required by the Collateral and Guarantee Requirement, (B) filings in United States government offices with respect to Intellectual Property of Grantor as expressly required elsewhere herein, (C) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of Instruments or certificated Pledged Collateral as expressly required and subject to the limitations specified elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any deposit account control agreement, securities account control agreement or any other control agreement with respect to any deposit account, securities account or any other Collateral that requires perfection by “control,” (iii) to take any action (other than the actions listed in clauses (i)(A) and (C) above) with respect to any assets located outside of the United States or any other assets, including any Intellectual Property registered in any non-U.S. jurisdiction (and no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction shall be required), (iv) to perfect in any assets subject to a certificate of title statute or (v) to deliver any Equity Interests except as expressly provided in Section 2.02.
Appears in 1 contract
Sources: Second Lien Security Agreement (Global Eagle Entertainment Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the ObligationsSecured Obligations when due, each Grantor Pledgor 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 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 Fixtures;
(vii) all General Intangibles;
(viii) all Instruments;
(ix) all InventoryIntellectual Property;
(x) all Investment PropertyInventory;
(xi) all Letter-of-Credit RightsInvestment Property other than the Pledged Collateral;
(xii) all Commercial Tort ClaimsLetter of Credit Rights;
(xiii) all Commercial Tort Claims individually in excess of $10,000,000 as described on Schedule II hereto;
(xiv) all books and records pertaining to the Article 9 Collateral; and
(xivxv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing; providedNotwithstanding anything to the contrary in this Agreement or any other Notes Indenture Document, however, that (x) this Agreement shall not constitute a grant of a security interest in (and the Article 9 Collateral shall not include), and in no event shall the security interest granted under this Section 4.01 attach other provisions of the Notes Indenture Documents and any Other Second Lien Agreement with respect to (A) any leaseCollateral need not be satisfied with respect to, licensethe Excluded Securities and the Excluded Property, 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 terms of, or a default under, any such lease, license, contract, property rights or agreement no foreign law governed security documents shall be required and (other than, in each case, z) to the extent that any Mortgaged Property is located in a jurisdiction with mortgage recording or similar tax, the amount secured by the Security Document with respect to such term would Mortgaged Property shall be rendered ineffective pursuant limited to Sections 9-406the fair market value of such Mortgaged Property as determined in good faith by the Issuers (subject to any applicable laws in the relevant jurisdiction or such lesser amount agreed to by the First Lien Agent (or, 9-407if the First Lien Termination Date has occurred, 9-408 or 9-409 the Agent)). In addition, for the avoidance of doubt, the provisions of Section 2.15 of the UCC, any provision Notes Indenture and Section 7.21 of this Agreement shall apply to all the Bankruptcy Code or otherwise), (B) any Grantor’s directors terms and officers liability insurance policies, (C) any application for registration provisions 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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Datethis Agreement.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file (but the Agent shall not be obligated to file absent written direction of an Issuer and the Trustee) 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, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor Pledgor is an organization, the type of organization 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 relatesrelates and (iii) a description of collateral that describes such property in any other manner as the Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property” or words of similar effect. Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file (but shall not be obligated to file absent written direction of an Issuer and the Trustee) with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other countryoffice) 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 GrantorPledgor in such Pledgor’s United States registered or pending Patents, Trademarks and Copyrights, without the signature of any GrantorPledgor, and naming any Grantor Pledgor or the Grantors Pledgors as debtors and the Collateral Agent as secured party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action under the laws of any jurisdiction other than the United States of America for the purpose of perfecting the Security Interest in any Article 9 Collateral of 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 Collateral.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, each Grantor Guarantor 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, 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 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 Accountsaccounts;
(ii) all Chattel Papercash and deposit accounts;
(iii) all cash and Deposit Accountschattel paper;
(iv) all Documentsdocuments;
(v) all Equipmentequipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viiivii) all Instruments;
(viii) all inventory;
(ix) all Inventoryinvestment property;
(x) all Investment Propertyletter-of-credit rights;
(xi) all Letter-of-Credit Rightscommercial tort claims specified on Schedule V;
(xii) all Commercial Tort Claims;
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xivxiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security security, supporting obligations and guarantees given by any person Person with respect to any of the foregoing; provided. Notwithstanding anything to the contrary in this Agreement, however, that the Article 9 Collateral this Agreement shall not includeconstitute a grant of a security interest in (a) any vehicle covered by a certificate of title or ownership, (b) any assets (including Equity Interests) of a Guarantor owned on the Effective Date to the extent that, and in no event shall the security interest granted under this Section 4.01 attach to (A) any leasefor so long as, license, contract, property rights or agreement to which any Grantor is a party (or to any of its rights or interests thereunder) if the such grant of such a security interest would constitute or result violate a contractual obligation binding on such asset and in either effect on the Effective Date (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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, only 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 otherwisecontractual obligations are effective under applicable law), (c) any Equity Interests acquired by a Guarantor after the Effective Date, to the extent that, and or so long as, (A) such grant of a security interest would violate applicable law or any contractual obligation binding upon such Equity Interests and (B) any Grantor’s directors such law or obligation existed at the time of the acquisition thereof and officers liability insurance policieswas not created or made binding upon such Equity Interests in contemplation of or in connection with the acquisition of such Equity Interests (provided, that the foregoing clause (CB) shall not apply in the case of Equity Interests in a Permitted Joint Venture) or (d) any application for registration Letter of Credit Rights to the extent the applicable Guarantor is required by applicable law to apply the proceeds of a trademark filed with the United States Patent and Trademark Office on an intent-to-use basis until drawing of such time (if any) as Letter of Credit for 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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Datespecified purpose.
(b) Each Grantor Guarantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Aa) whether such Grantor Guarantor is an organization, the type of organization and any organizational identification number issued to such Grantor Guarantor 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. Each Grantor Guarantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor Guarantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements (including fixture filings, as applicable) or other appropriate filings, recordings, 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 purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each GrantorGuarantor, without the signature of any GrantorGuarantor, and naming any Grantor Guarantor or the Grantors Guarantors as debtors and the Collateral Agent 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 9 Collateral.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Wix Filtration Media Specialists, Inc.)
Security Interest. (a) As Subject to Section 3.06, as security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the 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 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 cash and Deposit AccountsDocuments;
(iv) all DocumentsEquipment;
(v) all EquipmentGeneral Intangibles, including all Intellectual Property;
(vi) all FixturesInstruments;
(vii) all General IntangiblesInventory;
(viii) all Instruments;
(ix) all Inventory;
(x) all Investment Property;
(xiix) all Letter-of-Credit Rights;
(xiix) all Commercial Tort ClaimsClaims described on Schedule IV, as such schedule may be supplemented from time to time;
(xiiixi) all Fixtures and other Goods;
(xii) all books and records pertaining to the Article 9 Collateral;
(xiii) all cash and Deposit Accounts; and
(xiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing; provided, however, that 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent (or its designee) at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” assets of such Grantor or words of similar effect, effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organizationorganization and, if so, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent (or its designee) 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 countryoffice) 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 Grantor naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party; provided that the Collateral Agent shall obtain such Grantor’s written consent (which shall not be unreasonably withheld) prior to such filings; provided further that no consent shall be required if an Event of Default shall have occurred and be continuing.
(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 Collateral.
(d) Notwithstanding anything herein to the contrary, to the extent and for so long as any asset is an Excluded Asset, in no event shall the security interest granted hereunder attach to such asset; provided, however, that such security interest shall immediately attach to, and the Article 9 CollateralCollateral shall immediately include, any such asset (or portion thereof) upon such asset (or such portion) ceasing to be an Excluded Asset.
Appears in 1 contract
Sources: Collateral Agreement (American Axle & Manufacturing Holdings Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Loan Party 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, in all right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor 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, including all health-care-insurance Receivables;
(ii) all Chattel Paper;
(iii) all cash Money (here and Deposit Accountshereinafter, as defined in Article 1 of the New York UCC);
(iv) all DocumentsDeposit Accounts;
(v) all EquipmentDocuments;
(vi) all FixturesEquipment;
(vii) all General IntangiblesFixtures;
(viii) all InstrumentsInventory;
(ix) all Inventoryother Goods;
(x) all Instruments;
(xi) all Investment Property;
(xixii) all Intellectual Property (except for “intent-to-use” applications for a trademark or service ▇▇▇▇, 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” application under applicable Federal law);
(xiii) all other General Intangibles;
(xiv) all Letter-of-Credit RightsRights that are Supporting Obligations;
(xiixv) all Commercial Tort ClaimsClaims specifically described on Schedule IV hereto, as such schedule may be supplemented from time to time pursuant to the terms hereof;
(xiiixvi) all books and records pertaining to the any Article 9 Collateral; and
(xivxvii) to the extent not otherwise included, all Proceeds Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing; providedprovided that, however, that the Article 9 Collateral shall not include, and in no event shall the security interest granted under this Section 4.01 attach to include (A) Intellectual Property to the extent, but only to the extent that, perfection of a security interest therein requires a filing to be made in any jurisdiction other than the United States, any political subdivision thereof or its territories or possessions, (B) the Excluded Equity Interests, (C) to the extent (but only to the extent) that at any time the Collateral Agent may not validly possess a security interest in any Retained Collection Rights under applicable Law, such Retained Collection Rights, (D) any contract, agreement, lease, license, contract, property rights license or agreement permit to which any Grantor a Loan Party is a party (or to any of its rights or interests thereunder) thereunder if and for so long as the grant of such security interest would shall constitute or result in either (x1) the abandonment, invalidation or unenforceability of any rightright of the Loan Party therein, title or interest (2) a violation of any Grantor therein applicable Law or (y3) in a breach or termination pursuant to the terms of, or a default under, any such contract, agreement, lease, license, contract, property rights license or agreement permit (other than, in each case, than to the extent that any such term would be rendered ineffective pursuant to Sections Section 9-406, 9-407, 9-408 or 9-409 of the UCCNew York UCC or any other applicable Law or principles of equity), provided that such security interest shall attach immediately at such time as the condition causing such unenforceability, breach or termination shall cease to be applicable and, to the extent severable, shall attach immediately to any provision portion of such contract or agreement that does not result in any of the Bankruptcy consequences specified this clause, including any Proceeds of such contract or agreement, (E) motor vehicles or any other property or equipment the perfection of a security interest in which is excluded from the Uniform Commercial Code or otherwisein the relevant jurisdiction, and (F) Letter-of-Credit Rights not constituting Supporting Obligations, (G) real property leases, (H) Commercial Tort Claims that are not specifically described in Schedule IV (as such schedule may be supplemented from time to time pursuant to the terms hereof), (BI) any Grantor’s directors asset for which the burden or cost of obtaining or perfecting a security interest therein outweighs the benefit of the security afforded thereby as reasonably determined by the Administrative Agent in consultation with the Borrower and officers liability insurance policiesacknowledged in writing by the Administrative Agent and (J) assets subject to Liens permitted under the Credit Agreement in connection with capital leases, (C) any application for registration purchase money financing or similar arrangements permitted under the Credit Agreement, if and to the extent that a grant of a trademark filed with security interest in such assets as contemplated by this Agreement is prohibited or would result in the United States Patent and Trademark Office on an intent-to-use basis until right to terminate or accelerate the indebtedness secured thereby, but only to the extent that any such time (if any) as a statement provisions are not rendered ineffective pursuant to the Uniform Commercial Code in the relevant jurisdiction or any other applicable Law or principles of use or amendment to allege use is filedequity, at which time such trademark shall automatically become part of the Collateral and subject to provided that the security interest pledged granted above shall attach immediately at such time as such assets shall cease to be subject to such any such capital lease, purchase money financing or similar arrangement (Dthe assets described in the foregoing clauses (A) through (J), the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date“Excluded Assets”).
(b) Each Grantor Loan Party hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant the jurisdiction of its organization 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 Loan Party or words of similar effect, effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable such jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor Loan Party is an organization, the type of organization 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 relatesLoan Party. Each Grantor Loan Party agrees to provide such information to the Collateral Agent promptly upon request. .
(c) Each Grantor also ratifies its authorization for Loan Party hereby further irrevocably authorizes the Collateral Agent at any time and from time 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 time 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 countryoffice) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantorsuch Loan Party in any United States issued Patent, United States registered Copyright and United States registered Trademark (and applications for any of the foregoing), without the signature of any Grantor, such Loan Party and naming any Grantor or the Grantors such Loan Party as debtors debtor and the Collateral Agent as secured party.
(cd) Anything in this Agreement or any other Loan Document to the contrary notwithstanding, the failure of any Lien or security interest in any Collateral to be perfected solely as a result of the Loan Parties not taking actions expressly described (but subject to the exceptions set forth in) clauses (i) through (v) of Section 5.12(c) of the Credit Agreement shall not (i) constitute a breach of any agreement or covenant contained in any Loan Document, (ii) cause any representation or warranty contained in any Loan Document to be untrue or incorrect or (iii) constitute a Default or Event of Default.
(e) 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 9 Collateral.9
Appears in 1 contract
Sources: Credit Agreement (PharMerica CORP)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantee of each Grantor, each Grantor hereby 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 Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”)) in, in all right, title or 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 PaperDeposit Accounts;
(iii) all cash and Deposit Securities Accounts;
(iv) all DocumentsChattel Paper;
(v) all EquipmentDocuments;
(vi) all FixturesEquipment;
(vii) all General Intangibles;
(viii) all InstrumentsGoods;
(ix) all Instruments;
(x) all Inventory;
(xxi) 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;
(xiii) all Fixtures;
(xiv) all letter-of-credit rights, but only to the extent constituting a supporting obligation for other Article 9 Collateral as to which perfection of security interests in such Article 9 Collateral is accomplished solely by the filing of a UCC financing statement;
(xv) all Intellectual Property;
(xvi) all Commercial Tort Claims listed on Schedule 9 to the Perfection Certificate and on any supplement thereto received by the Administrative Agent pursuant to Section 3.03(e); and
(xivxvii) 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; providedprovided that, howevernotwithstanding anything to the contrary in this Agreement, that the Article 9 Collateral this Agreement shall not include, and in no event shall the constitute a grant of a security interest granted under this Section 4.01 attach to (A) in 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing DateExcluded Asset.
(b) Each Subject to Section 3.01(e), 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 Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect, effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the Uniform Commercial Code UCC 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 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 relatesGrantor. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon any reasonable request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.9
Appears in 1 contract
Security Interest. (a) 3.1 As security for the prompt and complete payment when due (whether on the payment dates or performance, as otherwise) of all the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby Loan Party grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Agent a security interest (the “Security Interest”), in all of such Loan Party’s right, title or title, and interest in or and to any and all of the following assets and properties personal property whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 UCC Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (including Intellectual Property); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) all Accounts;
Goods; and (iij) all Chattel Paper;
(iii) all cash other tangible and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) all Instruments;
(ix) all Inventory;
(x) all Investment Property;
(xi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims;
(xiii) all books intangible personal property of such Loan Party whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, such Loan Party and records pertaining to wherever located, and any of such Loan Party’s property in the Article 9 Collateralpossession or under the control of Agent; and
(xiv) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any person with respect to any replacements for, and rents, profits and products of each of the foregoing; provided.
3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1, howeverabove, that the Article 9 UCC Collateral shall not include, and in no event shall the security interest granted under this Section 4.01 attach to include (Ai) any lease, license, contract, property rights or agreement “intent 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 use” trademarks at all times prior to the terms offirst use thereof, or a default underwhether by the actual use thereof in commerce, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 recording of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or otherwise, provided, that upon submission and acceptance by the United States Copyright Patent and Trademark Office of an amendment to allege use of an intent-to-use trademark application pursuant to 15 U.S.C. Section 1060(a) (or any successor office provision) such intent-to-use application shall constitute Collateral, (ii) any property, right or asset held by any Loan Party to the extent that a grant of a security interest therein is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, right or asset, except (A) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under this Agreement or (B) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9406, 9407, 9408 or 9409 of the UCC (or any similar office successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code of the United States); provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences, (iii) any Excluded Accounts, (iv) the assets of any non-wholly owned subsidiaries pursuant to customary restrictions and conditions contained in agreements governing joint ventures or strategic alliances in the ordinary course of business, provided that the applicable Loan Party has exercised its good faith best efforts to not agree to such contractual limitations; and (v) interests in joint ventures that constitute Permitted Investments pursuant to customary restrictions and conditions contained in agreements governing such joint ventures in the ordinary course of business, provided that the applicable Loan Party has exercised its good faith best efforts to not agree to such contractual limitations.
3.3 If this Agreement is terminated in accordance with its terms, Agent’s Lien in the Collateral shall continue until the Secured Obligations (other than inchoate indemnity obligations) are paid in full in accordance with the terms of this Agreement. At such time, the Collateral shall be released from the Liens created hereby, this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent, Lender and each Loan Party hereunder shall terminate. Agent shall execute such documents, return any Collateral held by Agent hereunder and take such other steps as are reasonably necessary to accomplish the foregoing, all at the Loan Parties’ sole cost and expense.
3.4 Parent, Dermavant England and Dermavant Switzerland will, on or prior to the Initial Advance Date, enter into the Bermuda Security Documents, English Security Documents and/or Swiss Security Documents in each case pursuant to which they have granted security interests in, to and under the collateral described therein (such collateral, collectively, the “Foreign Collateral”, and with the UCC Collateral, collectively, the “Collateral”) in favor of Agent for the benefit of the Lenders.
3.5 Notwithstanding anything to the contrary herein or in any other country) such documents as may be necessary Loan Document, no Loan Party shall have any obligation to enter into any documentation or advisable for the purpose of perfectingtake any further action, confirmingor bear any expenses relating to any filings necessary, continuing, enforcing in either case to create or protecting the Security Interest granted by each Grantor, without the signature of perfect any Grantor, and naming security interest or lien in any Grantor or the Grantors as debtors and intellectual property included in the Collateral Agent 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 modifyjurisdiction outside of the United States, any obligation or liability of any Grantor except with respect to non-US Intellectual Property issued or arising out registered by, or applied-for in, another jurisdiction in which the Loan Party that holds such Intellectual Property is organized. For the avoidance of doubt, this Section 3.5 shall not apply to any Bermudian Security Document, English Security Document, Swiss Security Document, or the Article 9 Collateral.Intellectual Property Security Agreement,
Appears in 1 contract
Sources: Loan and Security Agreement (Dermavant Sciences LTD)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby 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 Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”)) in, 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 cash and Deposit AccountsInventory;
(iv) all DocumentsPayment Intangibles;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) all Instruments;
(ix) all Inventory;
(x) all Investment Property;
(xi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims;
(xiii) all books and records pertaining to any and/or all of the Article 9 Collateral; and
(xivvi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees supporting obligations given by any person Person with respect to any of the foregoing; provided. Anything herein to the contrary notwithstanding, however, that the Article 9 Collateral shall not include, and in no event shall the security interest granted under this Section 4.01 3.01 attach to and the term “Collateral” shall not include (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 and to the extent that the grant of such the security interest would 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 either (x1) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (y2) in a 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, in each case, 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, UCC (or any successor provision or provisions) of the Bankruptcy Code any relevant jurisdiction or otherwiseany other applicable law or principles of equity), (B) any Grantor’s directors and officers liability insurance policies, ; (C) any application Deposit Accounts specifically and exclusively used (1) for registration payroll, payroll taxes, workers’ compensation or unemployment compensation, pension benefits and other similar expenses to or for the benefit of a trademark filed with the United States Patent any Grantor’s employees and Trademark Office on an intent-to-use basis until such time accrued and unpaid employee compensation (if anyincluding salaries, wages, benefits and expense reimbursements), (2) as a statement 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 or amendment to allege use is filedand excise taxes, at customs duties, import duties and independent customs brokers’ charges) for which time such trademark shall automatically any Grantor may become part of the Collateral liable; and subject to the security interest pledged or (D) the Vault Cash Amountsany interest of a Grantor in any “Bank Property” (as defined in that certain Amended and Restated Consumer Credit Card Program Agreement dated November 5, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement 2009, by and between ▇. ▇. ▇▇▇▇▇▇ Corporation, Inc. and GE Money Bank (as in effect on the Closing Datedate hereof, the “GE Agreement”)).
(b) Each Grantor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” by any description that reasonably approximates the description of such Grantor or words of similar effect, Collateral contained in this Agreement and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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 relatesGrantor. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon request. .
(c) Each Grantor also ratifies its authorization for the Collateral Administrative 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 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.
(cd) The Security Interest is granted as security only and shall not subject the Collateral Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
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, each Grantor hereby 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 Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”), in all right, title or interest in or to any and all of the following assets and properties 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 cash and Deposit AccountsContracts;
(iv) all DocumentsDeposit Accounts;
(v) all EquipmentDocuments;
(vi) all Equipment;
(vii) all Fixtures;
(viiviii) all General Intangibles;
(viiiix) all Instruments;
(ixx) all Intellectual Property;
(xi) all Inventory;
(xxii) all Investment Property;
(xixiii) all Letters-of-Credit and Letter-of-Credit Rights;
(xiixiv) all Money;
(xv) all Commercial Tort ClaimsClaims including, without limitation, the Commercial Tort Claims specified in the Perfection Certificate;
(xiiixvi) all Pledged Collateral, Goods, insurance and other property not otherwise described above;
(xvii) all books and records pertaining to the Article 9 Collateral; and
(xivxviii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security security, supporting obligations and guarantees given by any person with respect to any of the foregoing; provided. Notwithstanding the foregoing, however, that 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 include any of its rights the following assets now owned or interests thereunderhereafter acquired which would otherwise be included in the Article 9 Collateral: (a) if 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 extent and for so long as the grant of such a security interest thereon would constitute or result 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 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to effect and is valid notwithstanding Sections 9-406, 9-407, 9-408 or and 9-409 of the UCCapplicable Uniform Commercial Code, any provision of (e) vehicles, (f) Investment Property solely to the Bankruptcy Code or otherwiseextent excluded by the proviso in Section 3.1(a), (Bg) real estate leasehold interests in real estate that is not used for manufacturing and (h) any Grantor’s directors other asset, if any, specifically identified from time to time by the Administrative Agent and officers liability insurance policies, (C) any application for registration of a trademark filed the Borrower in writing in connection with the United States Patent and Trademark Office on an intent-to-use basis until such time (if any) as a statement determination by the Administrative Agent pursuant to the last sentence of use or amendment to allege use is filed, at which time such trademark shall automatically become part Section 5.9 of the Collateral and subject to the security interest pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing DateCredit Agreement.
(b) Each Grantor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Administrative Agent promptly upon request. Each Grantor authorizes the Administrative Agent to use the collateral description “all personal property” or words of similar import in any such financing statements. Each Grantor also ratifies its authorization for the Collateral Administrative Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Administrative Agent is further authorized to file with the United States Patent and Trademark Office or 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 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 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 Collateral.
Appears in 1 contract
Sources: Credit Agreement (Knoll Inc)
Security Interest. (a) As security for the To secure prompt and complete payment or performance, as the case may be, in full and performance of the ObligationsObligations (as defined below), each Grantor the Company hereby assigns and pledges to the Collateral Agentpledges, its successors and assigns, for the ratable benefit transfers and grants to Secured Party a continuing security interest in all properties, assets and rights 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 all right, title or interest in or to any and all of the following assets and properties Company now owned or at any time hereafter acquired by such Grantor the Company or in which such Grantor the Company now has or at any time in the future may acquire any right, title or interest interest, wherever located or situated (collectivelyhereinafter, collectively called the “Collateral”). Without limitation of the foregoing, the “Article 9 Collateral”):Collateral includes, among all the assets of the Company, the following:
(i) all Accounts;
(ii) all As-Extracted Collateral;
iii) all Chattel Paper;
(iiiiv) all cash and Commercial Tort Claims;
v) all Consignments;
vi) all Contracts;
vii) all Copyrights;
viii) all Copyright Licenses;
ix) all Deposit Accounts;
(iv; x) all Documents;
(vxi) all Encumbrance(s);
xii) all Equipment;
(vixiii) all Fixtures;
(viixiv) all Goods;
xv) all General Intangibles;
(viiixvi) all Health-Care-Insurance Receivables;
xvii) all Instruments;
(ixxviii) all Inventory;
(xxix) all Investment Property;
(xixx) all Letter-of-Credit Rights;
(xiixxi) all Commercial Tort ClaimsLetters of Credit;
(xiiixxii) all books and records pertaining to the Article 9 CollateralPatents;
xxiii) all Patent Licenses;
xxiv) all Payment Intangibles;
xxv) all Promissory Note(s);
xxvii) all Supporting Obligations;
xxviii) all Tangible Chattel Paper;
xxix) all Trademarks;
xxx) all Trademark Licenses;
xxxi) all Vehicles; and
(xivxxxii) to the extent not otherwise included, all Proceeds (including condemnation proceeds), all Accessions and additions thereto and all substitutions and replacements therefore and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; provided, however, that 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.
(b) Each Grantor hereby irrevocably authorizes The Company expressly acknowledges that the security interest granted hereunder shall remain as security for payment and performance of the Obligations, whether now existing or which may hereafter be incurred by future advances, or otherwise. The notice of the continuing grant of this security interest therefore shall not be required to be stated on the face of any document representing any such Obligations, nor otherwise identify it as being secured hereby. The security interest granted herein to the Secured Party is for the ratable benefit of all Holders and each Holder may realize upon the Collateral Agent at any time and to the extent of its Note Percentage, as computed 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, and (ii) contain the information required by Article 9 of the Uniform Commercial Code time. The amount of each applicable jurisdiction for Holder’s “Note Percentage” shall be the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, percentage computed by dividing the type of organization and any organizational identification number issued Obligations owed to such Grantor and (B) in Holder by the case of a financing statement filed as a fixture filing, a sufficient description of the real property aggregate Obligations owed to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured partyall Holders.
(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 Collateral.
Appears in 1 contract
Sources: Loan and Security Agreement (Starinvest Group, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the U.S. Secured Obligations, each Grantor hereby collaterally assigns and pledges to the Collateral Security Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Security Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”)” ) in, in all right, title and interest in, to or interest in or to under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor 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 (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(iii) all cash and all Deposit AccountsAccounts and all monies deposited therein;
(iv) all DocumentsEquipment (including all Fixtures);
(v) all EquipmentDocuments;
(vi) all FixturesGeneral Intangibles (including Intellectual Property);
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsInventory;
(ix) all InventoryInvestment Property (including all Commodities Contracts, Commodities Accounts, Securities and Securities Accounts and Security Entitlements or Financial Assets credited thereto);
(x) all Investment PropertyLetter of Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xi) all Letter-of-Credit RightsCommercial Tort Claims described on Schedule IV, as such Schedule may be supplemented from time to time;
(xii) Contracts, together with all Commercial Tort ClaimsContract Rights arising thereunder;
(xiii) all Goods;
(xiv) all Supporting Obligations;
(xv) all books and records Records pertaining to the Article 9 Collateral; and
(xivxvi) to the extent not otherwise included, all products and Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of the Grantors or the Secured Parties in respect thereof and all collateral security and guarantees given by any person Person with respect to any of the foregoing; provided, however, that 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.
(b) Each Grantor hereby irrevocably authorizes the Collateral Security Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filingsfilings with respect to Fixtures appurtenant to any Mortgaged Property) 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 effecteffect 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 other applicable law 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 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. Each Grantor agrees to provide such information to the Collateral Security Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Security Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Security 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 or the Grantors as debtors and the Collateral Security Agent as secured party. Each Grantor will pay any applicable filing fees, recordation taxes and related expenses relating to its Collateral.
(c) The Security Interest is granted as security only and shall not subject the Collateral Security 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 Collateral.9
Appears in 1 contract
Sources: Abl Credit Agreement (Smurfit Stone Container Corp)
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 ObligationsObligations of the Credit Parties, each Grantor Credit Party 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 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 Credit Party or in which such Grantor Credit Party now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all cash, cash equivalents and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vi) all FixturesGoods;
(vii) all General Intangibles;
(viii) all InstrumentsInstruments (including the Pledged Debt Securities);
(ix) all Inventory;
(x) all Investment PropertyProperty (including the Pledged Equity Interests);
(xi) all Letter-of-Letters of Credit and Letter of Credit Rights;
(xii) all Commercial Tort ClaimsIntellectual Property;
(xiii) all Commercial Tort Claims, including, without limitation, those described on Schedule IV hereto;
(1) Securities Accounts, (2) Investment Property credited to Securities Accounts or Deposit Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in any Securities Account or Deposit Account and (4) all other money in the possession of the Collateral Agent;
(xv) all books and records Records pertaining to the Article 9 Collateral; and
(xivxvi) to the extent not otherwise includedall Proceeds, all Proceeds Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; provided. Notwithstanding anything to the contrary in this Agreement, however, that the Article 9 Collateral this Agreement shall not includeconstitute a grant of a security interest in (a) any motor vehicle, aircraft, airframe, rolling stock and other assets subject to a certificate of title or ownership, whether now owned or hereafter acquired, (b) any Excluded Equity Interests, (c) any Letter of Credit Rights relating to any Letter of Credit with a face amount not in excess of $5,000,000, except to the extent constituting a support obligation for other Collateral as to which perfection of a security interest therein can be perfected by the filing of Uniform Commercial Code (or similar filing in any applicable jurisdiction), and to the extent such Credit Party is not required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose, (d) any Credit Party’s right, title or interest in no event shall the security interest granted under this Section 4.01 attach to (A) any lease, license, contract, property rights license or agreement or any property subject to a purchase money security interest, Capital Lease Obligation or similar arrangements to which any Grantor such Credit Party is a party (or any of its right, title or interest thereunder, the property subject thereto, any insurance in respect thereof, any management or operating agreement with respect thereto and deposits made in respect thereof and all rights, title or interest in relation to any of its rights or interests thereunder) if the foregoing, in each case, to the extent that such a grant would, under the terms of such security interest would lease, license or agreement, purchase money, capital lease or similar arrangement result in a breach of the terms of, or constitute a default under, or result in either (x) the abandonment, invalidation or unenforceability of any right, title or interest create a right of termination in favor of or require the consent of any Grantor therein or other party (yin each case, other than a Credit Party) in a breach or termination pursuant to the terms ofto, or a default under, any such lease, license, contract, property rights license or agreement (other than, in each case, than to the extent that any such term would be rendered ineffective pursuant to Sections Section 9-406, 9-407, 9-408 or 9-409 of the UCCNew York UCC or any other applicable law (including, any provision without limitation, Title 11 of the Bankruptcy Code or otherwiseUnited States Code)), (Be) any Grantor’s directors (i) all owned real property interests with a fair market value (as reasonably determined by the Borrower in good faith) equal to or less than $7,500,000; and officers liability insurance policies(ii) all leasehold interests (it is understood that there shall be no requirement to obtain landlord waivers, estoppels or collateral access agreements or acknowledgements, bailee waivers and similar letters), (Cf)(i) any application for registration payroll, healthcare and other employee wage and benefit accounts, (ii) tax accounts, including, without limitation, sales tax accounts, (iii) escrow, defeasance, discharge and redemption accounts, (iv) fiduciary or other trust accounts, and, in the case of a trademark filed with clauses (i) through (iv), the funds or other property held in or maintained in such account, (v) zero-balance accounts, (vi) accounts in jurisdictions other than in the jurisdiction of organization of the applicable granting Credit Party, the United States Patent or any state thereof, and Trademark Office (vii) accounts other than those described in the preceding clauses with respect to which the average daily balance of the funds maintained on deposit therein does not exceed $5,000,000 (such accounts in this clause (f) being the “Excluded Accounts”) (g) any Commercial Tort Claim with an expected value not in excess of $5,000,000, as determined in good faith by the Borrower, (h) the Borrower’s or its subsidiaries’ rights in relation to aircraft and airframes, including rights under any lease, sublease, charter, management, operating, crew, service, repair, maintenance, storage or other agreement relating to the aircraft, rights in the aircraft and any parts, accessions and accessories thereto, rights under insurance policies and security deposits and rights in income derived from and proceeds of any of the foregoing, in the ordinary course, (i) assets if the granting of a security interest therein would result in material adverse tax consequences to any Credit Party as reasonably determined by the Borrower, (j) those assets as to which the Collateral Agent and the Borrower reasonably determine in good faith that any of the cost, burden or consequences (including adverse tax consequences) of obtaining or perfecting such a security interest in such assets is excessive in relation to the practical benefit to the Secured Parties of the security to be afforded thereby, (k) foreign intellectual property, (l) any United States “intent to use” trademark application or intent-to-use basis until such time (if anyservice ▇▇▇▇ application filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, to the extent and during the period that the grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of the applicable Credit Party’s right, title or interest therein or any trademark or service ▇▇▇▇ registration that issues as a statement result of use such application under applicable federal law (including prior to the filing and acceptance of a “Statement of Use” or amendment “Amendment to allege use is filedAllege Use” with respect thereto), at after which time period such trademark application shall be automatically become part of the Collateral and subject to the security interest pledged granted herein and deemed to be included in the Collateral, (m) intellectual property specifically requiring a filing in a jurisdiction outside of the United States, (n) any assets (including interests in partnerships, joint ventures and other non-wholly owned entities) in respect of which and to the extent that pledges and security interests are prohibited by law or prohibited by agreements containing anti-assignment clauses not overridden by the New York UCC or other applicable law and (Do) any assets and proceeds thereof subject to a Capital Lease Obligation or a purchase money lien permitted by Section 6.2(ll) of the Vault Cash AmountsCredit Agreement to the extent such a grant would violate or invalidate the documents providing for such Capital Lease Obligation or purchase money lien (the assets described in clauses (a) through (o) above, collectively, the “Excluded Assets”); provided that such exclusions shall not de facto apply to the proceeds of any of the property referred to in an aggregate principal amount not the foregoing clauses (d), (k) and (n) of this Section 3.01 or in clauses (A) to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Dateand including (I) of Section 2.01(a).
(b) Each Grantor Credit Party hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral (including Article 9 Collateral consisting of Pledged Collateral) or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor Credit Party is an organization, the type of organization and any organizational identification number issued to such Grantor and Credit Party, (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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.of
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, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision thereof)), each Grantor hereby collaterally 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 all right, title or and interest in or in, to and under any and all of the following assets and properties properties, and all other property or interests therein covered by the DIP Order, now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all AccountsAccounts (including, with limitation, all Receivables and Receivables Records);
(ii) all Chattel Papercash, Deposit Accounts and Securities Accounts;
(iii) all cash and Deposit AccountsChattel Paper;
(iv) all Documents;
(v) all Equipment;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesGoods;
(viii) all Instruments;
(ix) all Inventory;
(x) all Investment Property;
(xi) all Letter-of-Credit RightsCommercial Tort Claims;
(xii) all Commercial Tort ClaimsLetter-of-credit rights;
(xiii) 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;
(xiv) all books and records pertaining to the Article 9 Collateral; and;
(xivxv) 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 Person with respect to any of the foregoingforegoing (including Avoidance Action Proceeds); providedprovided that notwithstanding anything to the contrary in this Agreement, however, that the Article 9 Collateral shall not include, and in no event shall the security interest granted under this Section 4.01 attach to (A) include 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing DateExcluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent (and its counsel and agents) to file or record, at any time and from time to time to file in any relevant jurisdiction any initial time, financing statements (including fixture filings) and other filing or recording documents or instruments, and any amendments, continuations or terminations thereof, with respect to the Article 9 Collateral, without notice to any Grantor and without the signature of such Grantor (unless such signature is required by applicable Law), in such form and in such offices as the Collateral Agent determines necessary or any part thereof and amendments thereto that (i) indicate appropriate to perfect or protect, or continue to perfect or protect, the Article 9 security interests of the Collateral as Agent created under the Credit Documents. Each Grantor authorizes the Collateral Agent to use the collateral description “all personal property”, “all assets”, “all assets of the debtor, whether now owned or existing or at any time hereafter acquired or arising and wheresoever located, and all proceeds and products thereof” of such Grantor or words of similar effect, and (ii) contain or as being of an equal or lesser scope, or with greater detail, all in the information required by Collateral Agent’s discretion, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of each applicable jurisdiction for Code, in any such financing statements. Each Grantor hereby ratifies and authorizes the filing by the Collateral Agent (and its counsel and agents) of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information with respect to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed made 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 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.
(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 Collateral.9
Appears in 1 contract
Security Interest. (a) As security Subject to the entry thereof, the DIP Order creates in favor of the Collateral Agent (for the payment or performance, as the case may be, in full of the Obligations, 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 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 cash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) all Instruments;
(ix) all Inventory;
(x) 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
(xiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; provided, however, that 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to a legal, valid and enforceable security interest in and Lien on the extent that any such term would Collateral described therein and proceeds thereof, which security interest and Lien shall be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 valid and perfected as of the UCC, any provision Closing Date by entry of the Bankruptcy Code or otherwise), (B) any Grantor’s directors DIP Order with respect to each Loan Party and officers liability insurance policies, (C) any application for registration of which shall constitute a trademark filed with continuing security interest and Lien on the United States Patent Collateral having priority over all other security interests and Trademark Office Liens 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 securing all the Obligations, other than as set forth in the DIP Order. The Collateral Agent and Lenders shall not be required to file or record any financing statements, 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 priority of the security interest pledged or (D) and ▇▇▇▇ granted pursuant to the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing DateDIP Order.
(b) Each Grantor hereby irrevocably authorizes Pursuant to Section 364(c)(1) of the Collateral Agent U.S. Bankruptcy Code, the Obligations of the Loan Parties shall at any time and from time to time all times constitute allowed senior administrative expenses against each of the Loan 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 Loan Parties, now existing or hereafter arising, of any kind or nature whatsoever, including, without limitation, all administrative expenses of the kind specified in any relevant jurisdiction any initial financing statements (including fixture filingsSections 503(b) with respect to and 507(b) of 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 effectU.S. Bankruptcy Code, and (ii) contain the information required by Article 9 over any and all other administrative expense claims arising under Sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546, 726, 1113 and 1114 of the Uniform Commercial U.S. Bankruptcy Code, whether or not such expenses or claims may become secured by a judgment Lien or other non-consensual Lien, levy or attachment, which allowed claims shall for purposes of Section 1129(a)(9)(A) of the U.S. Bankruptcy Code be considered administrative expenses allowed under Section 503(b) of each applicable jurisdiction for the filing U.S. Bankruptcy Code, and which shall be payable from and have recourse to all pre- and post-petition property of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization Loan Parties and any organizational identification number issued to such Grantor their estates and (B) all proceeds thereof other than as 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured partyDIP Order.
(c) The Security Interest is granted as security only and shall not subject Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the Collateral Agent contrary, no Borrower or any other Secured Loan Party tomakes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or in as to the rights and remedies of the Agents or any way alter or modify, any obligation or liability of any Grantor Lender with respect to or arising out of the Article 9 Collateralthereto, under foreign law.
Appears in 1 contract
Sources: Senior Secured Superpriority Debtor in Possession Credit Agreement (Audacy, Inc.)
Security Interest. (a) As security for the To secure Great Basin’s timely payment or performance, as the case may be, in full and performance of the “Obligations” (as defined below), each Grantor Great Basin hereby transfers, conveys, 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, Foundation a first-position security interest (the “Security Interest”)in all of Great Basin’s personal property, in including, without limitation, all right, title and interest of Great Basin, whether now owned or interest in existing or hereafter acquired or arising, and wheresoever located, in, to any and all under (with each 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 capitalized terms having the meaning given thereto in the future may acquire any right, title or interest “UCC” (collectively, the “Article 9 Collateral”as defined below)):
(ia) all Accounts;
(iib) all As-Extracted Collateral;
(c) all Chattel Paper;
(iiid) all cash and Commercial Tort Claims;
(e) all Commodity Accounts;
(f) all Commodity Contracts;
(g) all Deposit Accounts;
(ivh) all Documents;
(vi) all Equipment;
(vij) all Fixtures;
(viik) all General Intangibles;
(viiil) all Goods and all Accessions thereto, and Goods with which the Goods are commingled;
(m) all Instruments;
(ixn) all Intellectual Property;
(o) all Inventory; except to the extent sold by Great Basin in the ordinary course of business;
(xp) all Investment Property;
(xiq) all Letter-of-Credit Rights;
(xiir) all Commercial Tort ClaimsPromissory Notes;
(xiiis) all Software;
(t) all other personal property not otherwise described above;
(u) all books and records pertaining to the Article 9 Collateral; and
(xivv) to the extent not otherwise included, all Proceeds Proceeds, products, income and products profits of any the foregoing, and all of the foregoing accessions thereto and all collateral security and guarantees given by any person or entity with respect to any of the foregoing; provided, however, that the Article 9 Collateral shall not include, and in no event shall the security interest granted under this Section 4.01 attach to foregoing (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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organizationcollectively, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party“Collateral”).
(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 Collateral.
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may beapplicable, in full of the Obligations, each Grantor hereby assigns and pledges grants 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 assigns, for the ratable benefit of the Secured PartiesCreditors, a security interest (the “Security Interest”), ) in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all cash and Deposit Accounts;
(iv) all Documents;
(v) all EquipmentGoods;
(vi) all FixturesEquipment;
(vii) all General IntangiblesIntangibles including, without limitation, all Intellectual Property, Permits, Contracts and Contract Rights;
(viii) all Instruments;
(ix) all Inventory;
(x) all Investment Property;
(xi) all Letter-of-Letter of Credit Rights;
(xii) all Commercial Tort Claimsthe commercial tort claims specified on Schedule IV or otherwise specified by a Grantor to the Collateral Agent pursuant to Section 4.04(d);
(xiii) all books and records pertaining to the Article 9 Collateralrecords; and
(xiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security security, supporting obligations and guarantees given by any person Person with respect to any of the foregoing; provided. Notwithstanding the foregoing, however, that the Article 9 Collateral shall not includeinclude (i) any Equipment owned by any Grantor that is subject to a purchase money security interest (as defined in Section 9-103 of the New York UCC) or a Capitalized Lease Obligation to the extent the documents relating to such purchase money interest or Capitalized Lease Obligation would not permit such Equipment to be subject to the Security Interests created hereby, (ii) any lease, license, contract, property right or agreement (or any of its rights or interests thereunder) if and in no event shall to the extent that the grant of the security interest granted under this Section 4.01 attach shall, after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC (or any successor provision or provisions) or any other applicable law, constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of such Grantor therein or (B) a breach or termination pursuant to the terms of, or a default under, any such lease license, contract, property rights or agreement, (iii) any lease, license, contract, property rights or agreement to which any Grantor is a party (or to party, any of its rights or interests thereunder) if thereunder or any assets subject thereto to the grant extent that any applicable law prohibits the creation of such a 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 terms of, or a default under, any such lease, license, contract, property rights or agreement thereon (other than, in each case, 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, New York UCC (or any successor provision or provisions) in any relevant jurisdiction or any other applicable law or principles of equity) and (iv) any of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (C) any application for registration outstanding capital stock 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 Foreign Subsidiary in excess of use or amendment to allege use is filed, at which time such trademark shall automatically become part 65% of the Collateral and subject voting power of all classes of capital stock of such Foreign Subsidiary entitled to the security interest pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Datevote.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the 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, such other description as the Collateral Agent may determine and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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 filingfiling or covering Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations or amendments thereto if filed prior to the date hereofthereto. 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party Creditor to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 CollateralCollateral (except to the extent provided in the Intercreditor Agreement).
Appears in 1 contract
Sources: Second Lien Guaranty and Collateral Agreement (HUGHES Telematics, 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, 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 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 Paperthe Assigned Contracts;
(iii) all cash and Deposit Accounts;
(iv) all DocumentsChattel Paper;
(v) all EquipmentDocuments;
(vi) all FixturesEquipment;
(vii) all General Intangibles;
(viii) all Instruments;
(ix) all Inventory;
(x) all Investment Property;
(xi) all Letter-of-Letter of Credit Rights;
(xii) all Commercial Tort ClaimsClaims set forth on Schedule 12 to the Perfection Certificate or pursuant to Section 3.04(b);
(xiii) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xiv) all books and records pertaining to the Article 9 Collateral; and
(xivxv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; provided. Notwithstanding anything to the contrary in this Agreement, however, that the Article 9 Collateral this Agreement shall not include, and in no event shall the constitute a grant of a security interest granted under this Section 4.01 attach to in (Aa) any leasevehicle, whether now owned or hereafter acquired, (b) any debt securities for so long as such a pledge of such debt securities would violate a contractual obligation binding on or relating to such debt securities, (c) 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, or (d) any Grantor’s right, title or interest in any license, contract, property rights contract or agreement to which any such Grantor is a party (or to any of its rights right, title or interests thereunder) if interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such security interest would license, contract or agreement, result in a breach of the terms of, or constitute a default under, 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 terms of, or a default under, any such lease, license, contract, property rights contract or agreement to which such Grantor is a party (other than, in each case, than to the extent that any such term would be rendered ineffective pursuant to Sections Section 9-406, 9-407, 9-408 or 9-409 of the UCCNew York UCC or any other applicable law (including, any provision without limitation, Title 11 of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (C) any application for registration of a trademark filed with the United States Patent Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and Trademark Office 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) assets and any proceeds thereof that are subject to a Lien securing a Capital Lease Obligation, mortgage financing or purchase money Indebtedness permitted to be incurred pursuant to the provisions 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 Capital Lease Obligation, mortgage financing or purchase money Indebtedness) validly prohibits the creation of any other Lien on an such assets and proceeds; (g) any property of a person existing at the time such person is acquired or merged with or into or consolidated with any Grantor that is subject to a Lien permitted by Section 6.02(c) of the Credit Agreement to the extent and for so long as the contract or other agreement in which such Lien is granted validly prohibits the creation of any other Lien on such property; (h) any intent-to-use basis until trademark application to the extent and for so long as creation by a Grantor of a security interest therein would result in the loss by such time Grantor of any material rights therein; (i) any asset if anythe granting of a security interest therein hereunder would violate any applicable law; and (j) those assets 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 Agent shall reasonably determine in writing that the costs of obtaining such a security interest are excessive in relation to the value of the security interest pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Datebe afforded thereby.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor is an organization, the type of organization 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 relatesrelates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Collateral granted under this Agreement, including describing such property as “all assets” or “all property” or words of similar effect. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.
(d) Notwithstanding anything to the contrary in this Agreement or the Credit Agreement, none of the Grantors shall be required to enter into any Control Agreement.
Appears in 1 contract
Sources: Credit Agreement (Norwegian Cruise Line Holdings Ltd.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, 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, 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) the Debt Service Support Account;
(iv) the Notes Defeasance Account;
(v) all cash and Deposit Reinvestment Accounts;
(ivvi) the Term Loan Facility Concentration Account;
(vii) the Cash Depository Account;
(viii) all other collection, deposit and commodity accounts, all cash and other property in any of the foregoing accounts, and all credit card proceeds;
(ix) all hedging, commodity and other derivative contracts;
(x) all Documents;
(vxi) all Equipment;
(vi) all Fixtures;
(viixii) all General Intangibles;
(viiixiii) all Payment Intangibles
(xiv) all Instruments;
(ixxv) all Inventory;
(xxvi) all permits and licenses;
(xvii) all Investment Property, marketable securities and Financial Assets;
(xixviii) all intercompany indebtedness;
(xix) all Letter-of-Credit Rights;
(xiixx) all Commercial Tort Claimssuch Grantor's commercial tort claims, if any;
(xiiixxi) the Fixed Asset Lease (including all rights of any Grantor as landlord or tenant thereunder);
(xxii) all books and records pertaining to the Article 9 Collateral; and
(xivxxiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing foregoing, including proceeds of all insurance policies (including policies of business interruption insurance) and all collateral security and guarantees given by any person Person with respect to any of the foregoing; provided, however, that 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Alon USA Energy, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may beapplicable, in full of the Obligations, each Grantor hereby assigns and pledges grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured PartiesCreditors (and, to the extent the following constitutes “Pledged Collateral” under, and as defined in, the Original Guaranty and Collateral Agreement, does hereby grants reconfirm (without interruption) pledge and grant to the Collateral Agent, its successors Agent under the Original Guaranty and assigns, for the ratable benefit of the Secured PartiesCollateral Agreement), a security interest (the “Security Interest”), ) in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all cash and Deposit Accounts;
(iv) all Documents;
(v) all EquipmentGoods;
(vi) all FixturesEquipment;
(vii) all General Intangibles;
(viii) all Instruments;
(ix) all Inventory;
(x) all Investment Property;
(xi) all Letter-of-Letter of Credit Rights;
(xii) all Commercial Tort ClaimsIntellectual Property;
(xiii) all Permits;
(xiv) all Contracts and all Contract Rights;
(xv) the commercial tort claims specified on Schedule IV of the GCA Disclosure Letter or otherwise specified by a Grantor to the Collateral Agent pursuant to Section 4.04(d);
(xvi) all books and records pertaining to the Article 9 Collateral; and
(xivxvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security security, supporting obligations and guarantees given by any person Person with respect to any of the foregoing; provided, however, that 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.
Appears in 1 contract
Sources: Guaranty and Collateral Agreement (NightHawk Radiology Holdings Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Loan Party 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, in all right, title or and interest in or in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor 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, including all Health-care-insurance Receivables;
(ii) all Chattel Paper;
(iii) all cash and Deposit AccountsDocuments;
(iv) all DocumentsEquipment;
(v) all EquipmentInventory;
(vi) all Fixturesother Goods;
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsInvestment Property;
(ix) all InventoryIntellectual Property (except for “intent-to-use” applications for a trademark or service ▇▇▇▇, 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” application under applicable Federal law);
(x) all Investment Propertyother General Intangibles;
(xi) all Letter-of-Credit RightsRights that are Supporting Obligations;
(xii) all Commercial Tort ClaimsClaims specifically described on Schedule IV hereto, as such schedule may be supplemented from time to time pursuant to the terms hereof;
(xiii) all books and records pertaining to the any Article 9 Collateral; and
(xiv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing; providedprovided that, however, that the Article 9 Collateral shall not include, and in no event shall the security interest granted under this Section 4.01 attach to include (A) Intellectual Property to the extent, but only to the extent that, perfection of a security interest therein requires a filing to be made in any jurisdiction other than the United States, any political subdivision thereof or its territories or possessions, (B) the Excluded Equity Interests, (C) to the extent (but only to the extent) that at any time the Collateral Agent may not validly possess a security interest in any Retained Collection Rights under applicable law, such Retained Collection Rights, (D) any contract, agreement, lease, license, contract, property rights license or agreement permit to which any Grantor a Loan Party is a party (or to any of its rights or interests thereunder) thereunder if and for so long as the grant of such security interest would shall constitute or result in either (x1) the abandonment, invalidation or unenforceability of any right, title or interest right of any Grantor the Loan Party therein or (y2) in a breach or termination pursuant to the terms of, or a default under, any such contract, agreement, lease, license, contract, property rights license or agreement permit (other than, in each case, than to the extent that any such term would be rendered ineffective pursuant to Sections Section 9-406, 9-407, 9-408 or 9-409 of the UCCNew York UCC or any other applicable law or principles of equity), provided that such security interest shall attach immediately at such time as the condition causing such unenforceability, breach or termination shall cease to be applicable and, to the extent severable, shall attach immediately to any provision portion of such contract or agreement that does not result in any of the Bankruptcy consequences specified this clause, including any Proceeds of such contract or agreement, (E) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code or otherwisein the relevant jurisdiction, (F) Deposit Accounts (except to the extent constituting Collateral referred to in clause (xiv) above), (BG) any Grantor’s directors and officers liability insurance policiesLetter-of-Credit Rights not constituting Supporting Obligations, (CH) 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 cash (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 except to the security interest pledged or extent constituting Collateral referred to in clause (Dxiv) the Vault Cash Amountsabove), (I) real property leases and (J) Commercial Tort Claims that are not specifically described in an aggregate principal amount not Schedule IV (as such schedule may be supplemented from time to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Datetime).
(b) Each Grantor Loan Party hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant the jurisdiction of its organization 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 Loan Party or words of similar effect, effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable such jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor Loan Party is an organization, the type of organization 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 relatesLoan Party. Each Grantor Loan Party agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for Loan Party hereby further irrevocably authorizes the Collateral Agent at any time and from time 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 time 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 countryoffice) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantorsuch Loan Party in any United States registered Patent, United States registered Copyright and United States registered Trademark (and applications for any of the foregoing), without the signature of any Grantor, such Loan Party and naming any Grantor or the Grantors such Loan Party as debtors debtor and the Collateral Agent 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 9 Collateral.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (PharMerica CORP)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including each Guaranty, 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, 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”):): 193389732_2
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all cash and Deposit AccountsDocuments;
(iv) all DocumentsEquipment;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viiivi) all Instruments;
(ixvii) all Inventory;
(xviii) all Intellectual Property Collateral;
(ix) all Investment Property;
(x) all books and records pertaining to the Article 9 Collateral;
(xi) all Goods and Fixtures;
(xii) all Letter-of-Credit Rights;
(xiixiii) all Commercial Tort ClaimsClaims described on Schedule III from time to time;
(xiiixiv) the Cash Collateral Account (and all cash, securities and other investments deposited therein);
(xv) all books and records pertaining to Supporting Obligations;
(xvi) all Security Entitlements in any or all of the Article 9 Collateralforegoing; and
(xivxvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing; providedprovided that, howevernotwithstanding anything to the contrary in this Agreement, that the Article 9 Collateral shall not includeinclude any, and no Security Interest shall be granted in no event shall the security interest granted under this Section 4.01 attach to (A) any leaseany, 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing DateExcluded Assets.
(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 effecteffect 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 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.9
Appears in 1 contract
Security Interest. (a) As security for the payment or performanceperformance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the its Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”), ) in all right, title 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 FixturesGeneral Intangibles;
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsInventory and all other Goods not otherwise described above;
(ix) all Inventory;
(x) all Investment Property;
(x) all Letter of Credit Rights;
(xi) all Letter-of-Credit RightsCommercial Tort Claims;
(xii) all Commercial Tort Claimsother 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
(xiv) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; provided. Notwithstanding anything to the contrary in this Agreement, however, that the Article 9 Collateral this Agreement shall not include, and in no event shall the constitute a grant of a security interest granted under this Section 4.01 attach to in (Aa) any leasevehicle 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 the 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, property rights contract or agreement to which any Grantor such Pledgor is a party (or to any of its rights right, title or interests thereunder) if interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such security interest would license, contract or agreement, result in a breach of the terms of, or constitute a default under, 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 terms of, or a default under, any such lease, license, contract, property rights contract or agreement to which such Pledgor is a party (other than, in each case, than to the extent that any such term would be rendered ineffective pursuant to Sections Section 9-406, 9-407, 9-408 or 9-409 of the UCCNew York UCC or any other applicable law (including, any provision without limitation, Title 11 of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (C) any application for registration of a trademark filed with the United States Patent Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and Trademark Office on an intent-to-use basis until such time 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 anythe 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 statement of use or amendment to allege use is filed, at which time such trademark shall automatically become part of the Collateral and subject condition to the creation of any other security interest pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Datesuch Equipment.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor Pledgor is an organization, the type of organization 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 relatesrelates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property”. Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 GrantorPledgor, without the signature of any Grantorsuch Pledgor, and naming any Grantor such Pledgor or the Grantors Pledgors as debtors and the Collateral Agent 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 Collateral.
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns grants 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 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 cash and Deposit Accounts;
(iv) all DocumentsMoney;
(v) all EquipmentDocuments;
(vi) all FixturesEquipment;
(vii) all General Intangibles; provided that the grant of the Security Interest hereunder 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 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;
(viii) all Instruments;
(ix) all Inventory;
(x) all Investment Property;
(xi) all Letter-of-Credit Rightscredit rights;
(xii) all Commercial Tort Claimscommercial tort claims;
(xiii) all Goods;
(xiv) all books and records pertaining to the Article 9 Collateral; and
(xivxv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; provided, however, provided that the Article 9 Collateral foregoing shall not include, and include any asset that such Grantor now has or at any time 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 future may acquire 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 which is (yi) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (C) any application for registration subject of a trademark filed capital lease (as determined in accordance with the United States Patent GAAP) and Trademark Office on an intent-to-use basis until such time (if anyii) as legally or beneficially owned by 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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Dateperson other than a Grantor.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents or other instruments 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.
(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 Collateral.9
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Buffets Holdings, 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, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby Borrower grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Agent a security interest (the “Security Interest”), in all of Borrower’s right, title or title, and interest in or and to any and all of the following assets and properties personal property whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (including Intellectual Property); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Goods; and all Accounts;
(ii) all Chattel Paper;
(iii) all cash other tangible and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) all Instruments;
(ix) all Inventory;
(x) all Investment Property;
(xi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims;
(xiii) all books intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and records pertaining to wherever located, and any of Borrower’s property in the Article 9 Collateralpossession or under the control of Agent; and
(xiv) , to the extent not otherwise included, all Proceeds and products of any and all each of the foregoing and all collateral security accessions to, substitutions and guarantees given by any person with respect to any replacements for, and rents, profits and products of each of the foregoing; provided.
3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1, howeverabove, that the Article 9 Collateral shall not includeinclude (i) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower in any (a) first-tier Foreign Subsidiary other than an Eligible Foreign Subsidiary or RL-Brazil as provided in Section 7.12(b), 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 (yb) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other thanFSHCO, in each case, which shares entitle the holder thereof to vote for directors or any other matter, (ii) any interests in any second-tier or lower Foreign Subsidiary other than any Eligible Foreign Subsidiary or RL-Canada or its successors, (iii) any “intent to use” trademarks at all times prior to the extent that any such term would be rendered ineffective pursuant to Sections 9-406first use thereof, 9-407whether by the actual use thereof in commerce, 9-408 or 9-409 the recording of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office otherwise, (iv) nonassignable licenses or any successor office contracts, which by their terms require the consent of the licensor thereof or any similar office another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 9406, 9407 and 9408 of the UCC), and (v) the Minority Interests until such Minority Interests are pledged as Collateral hereunder. For the avoidance of doubt, RL-Canada shall sign a Joinder Agreement, and its assets shall constitute Collateral.
3.3 Subject to Section 11.14, upon payment in full in Cash of the Secured Obligations (other than inchoate indemnity obligations and any other country) obligations which, by their terms, are to survive the termination of this Agreement), Lender’s liens on any of the Collateral shall be automatically released and all rights in the Collateral shall revert to Borrower and Lender shall, at Borrower’s sole cost and expense, promptly take such documents actions to evidence such release as may be necessary reasonably requested by Borrower 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 partyits designee.
(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 Collateral.
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 Obligations, each Grantor Pledgor hereby 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 Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”), ) in all right, title or and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor 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 FixturesGeneral Intangibles;
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsInventory;
(ix) all InventoryInvestment Property (other than the Pledged Securities);
(x) all Investment Property;
(xi) all Letter-of-Credit Rights;
(xiixi) all Commercial Tort Claims;
(xiiixii) all books and records pertaining to the Article 9 Collateral; and
(xivxiii) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; provided. Notwithstanding anything to the contrary in this Agreement, however, that the Article 9 Collateral this Agreement shall not include, and in no event shall the constitute a grant of a security interest granted under this Section 4.01 attach to in (Aa) any leasevehicle covered by a certificate of title or ownership, license, contract, property rights or agreement (b) any assets (including Equity Interests) with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(g) of the Credit Agreement, (c) any Grantor property excluded from the definition of Pledged Collateral by virtue of the proviso to Section 3.01 hereof, (d) any Letter of Credit Rights to the extent any Pledgor is required by applicable law to apply the proceeds of a party (or to any of its rights or interests thereunder) if the grant drawing of such security interest would constitute Letter of Credit for a specified purpose or result in either (xe) the abandonment, invalidation or unenforceability of any Pledgor’s right, title or interest in any license, contract or agreement to which such Pledgor is a party or any of any Grantor therein its right, title or (y) 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 or termination pursuant to of the terms of, or constitute a default under, any such lease, license, contract, property rights contract or agreement to which such Pledgor is a party (other than, in each case, than to the extent that any such term would be rendered ineffective pursuant to Sections Section 9-406, 9-407, 9-408 or 9-409 of the UCCNew York UCC or any other applicable law (including, any provision without limitation, Title 11 of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (C) any application for registration of a trademark filed with the United States Patent and Trademark Office on an intent-to-use basis until Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such time (if any) as a statement of use or amendment to allege use is filedprovision, at which time such trademark shall automatically become part of the Collateral shall include, and subject such Grantor shall be deemed to the have granted a security interest pledged or (D) the Vault Cash Amountsin, all such rights and interests as if such provision had never been in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Dateeffect.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor Pledgor is an organization, the type of organization 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 relatesrelates and (iii) a description of collateral that describes such property in any other manner as the Administrative Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property”. Each Grantor Pledgor agrees to provide such information to the Collateral Administrative Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral 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 granted by each GrantorPledgor, without the signature of any GrantorPledgor, and naming any Grantor Pledgor or the Grantors Pledgors as debtors and the Collateral 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 Pledgor with respect to or arising out of the Article 9 Collateral.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Goodman Holding CO)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranteed Obligations, each Grantor hereby collaterally 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, 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 cash and Deposit AccountsDocuments;
(iv) all DocumentsEquipment;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viiivi) all Goods;
(vii) all Instruments;; *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission
(ixviii) all Inventory;
(xix) all Investment Property;
(xi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims;
(xiiix) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letters of Credit and Letter-of-Credit Rights;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule II and on any supplement thereto received by the Collateral Agent pursuant to Section 3.03(g);
(xv) all cash and Cash Equivalents;
(xvi) all Deposit Accounts, Securities Accounts and Commodities Accounts;
(xvii) all agreements, including, without limitation, each and all of the Tax Equity Transaction Documents and all agreements or documents now existing or hereafter entered into by such Grantor relating to the acquisition, development, construction, supply, operation, maintenance or use and occupancy of any Project, including without limitation, all other instruments, agreements and documents executed and delivered with respect to such agreements, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof (the agreements described in this clause (xvii), collectively, the “Assigned Agreements”), including, without limitation, all rights of such Grantor (x) to receive moneys due and to become due under or pursuant to the Assigned Agreements, to compel performance and otherwise to exercise all remedies thereunder, including, without limitation, all rights to make determinations, to exercise any election or option contained in such agreements (including, but not limited to, termination thereof), to give or receive any notice or consent, to demand and receive any property which is the subject of any of the Assigned Agreements, to file any claims and generally to take any action which (in the opinion of the Collateral Agent) may be necessary or advisable in connection with any of the foregoing; (y) to receive the proceeds of any claim for damages arising out of or for breach of any Assigned Agreement and proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements; and (z) to all of such Grantor’s right, title and interest in, to and under the Assigned Agreements; and
(xivxviii) 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 any of the Article 9 Collateral shall not includeother provisions set forth in this Section 3.01, and in no event shall the security interest granted under this Section 4.01 3.01 attach to (A) any lease, license, contract, property rights or agreement to which any Grantor is a party (or to any *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission of its rights or interests thereunder) thereunder if and for so long as the grant of such security interest would shall constitute or result in either (xi) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (yii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, contract property rights or agreement (other than, in each case, 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 UCCUCC (or any successor provision or provisions) of any relevant jurisdiction 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 or unenforceability shall be remedied and to the extent severable, shall attach immediately to any provision portion of such lease, license, contract, property rights or agreement that does not result in any of the Bankruptcy Code or otherwise), consequences specified in (Bi) any Grantor’s directors and officers liability insurance policies, (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 pledged or (Dii) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Dateabove.
(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” or “all personal property” of such Grantor or words of similar effect, effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the Uniform Commercial Code UCC 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 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 relatesGrantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon any reasonable request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.9
Appears in 1 contract
Security Interest. (a) As security To secure the prompt and complete payment and performance of the DIP Obligations, upon authorization by the Bankruptcy Court under the DIP Orders, including as pursuant to section 364(c)(2), 364(c)(3) and 364(d)(1) of the Bankruptcy Code, each Loan Party hereby pledges, assigns and grants to the DIP Agent, on behalf of and for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the DIP Secured Parties, and hereby grants subject to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured PartiesCarve Out, a security interest (the “Security Interest”), in all of its right, title or and interest in or in, to any and under all of the following assets and properties property, whether now owned by or at any time owing to, or hereafter acquired by or arising in favor of such Grantor Loan Party (including under any trade name or in which derivations thereof), and whether owned or consigned by or to, or leased from or to, such Grantor now has or at any time in the future may acquire any rightLoan Party, title or interest (collectivelyand regardless of where located, the “Article 9 Collateral”):including:
(i) all Accountsaccounts;
(ii) all Chattel Paperchattel paper;
(iii) all cash and Deposit Accountsintellectual property;
(iv) all Documentsdocuments;
(v) all Equipmentequipment;
(vi) all Fixturesfixtures;
(vii) all General Intangiblesgeneral intangibles, including all general intangibles in respect of assigned contracts;
(viii) all Instrumentsgoods;
(ix) all Inventoryinstruments;
(x) all Investment Propertyinventory;
(xi) all Letter-of-Credit Rightsinvestment property;
(xii) all Commercial Tort Claimscash or cash equivalents;
(xiii) all books letters of credit, letter-of-credit rights and records pertaining to the Article 9 Collateral; andsupporting obligations;
(xiv) to the extent not otherwise includedall Deposit Accounts with any bank or other financial institution;
(xv) all commercial tort claims;
(xvi) all Securities Accounts;
(xvii) all Commodity Accounts;
(xviii) and all accessions to, all Proceeds substitutions for and replacements, proceeds (including stock rights), insurance proceeds and products of the foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto and any and all of the foregoing and all collateral security and guarantees given by general intangibles at any person with respect time evidencing or relating to any of the foregoing; provided. Notwithstanding anything herein to the contrary, however, that the Article 9 Collateral shall not include, and in no event shall the security interest granted under this Section 4.01 attach Collateral include or be deemed 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Dateinclude Excluded Property.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect Subject to the Article 9 Collateral or Carve Out, pursuant to Bankruptcy Code Section 364(c)(1) the DIP Agent and the DIP Secured Parties have been granted a super-priority administrative claim over any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 administrative claims of the Uniform Commercial type specified in Bankruptcy Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (ASection 503(b) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party507(b).
(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 Collateral.
Appears in 1 contract
Sources: Debtor in Possession Credit Agreement (Extraction Oil & Gas, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Second Lien Secured Obligations, including the Guarantees, subject to the terms of the Intercreditor Agreements, each Grantor hereby assigns and pledges to the Collateral Second Lien Agent, its successors and assigns, for the ratable benefit of the Second Lien Secured Parties, and hereby grants to the Collateral Second Lien Agent, its successors and assigns, for the ratable benefit of the Second Lien Secured Parties, a security interest (the “Security Interest”)) in, in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all cash Cash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesGoods;
(viii) all Instruments;
(ix) all Inventory;
(x) all Investment Property;
(xi) all books and records pertaining to the Article 9 Collateral;
(xii) all Fixtures;
(xiii) all Letter-of-Credit Rights;
(xiixiv) all Intellectual Property;
(xv) all Commercial Tort Claims;
(xiii) all books Claims listed on Schedule III and records pertaining on any supplement thereto received by the Second Lien Agent pursuant to the Article 9 CollateralSection 3.03(g); and
(xivxvi) 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; providedprovided that, howevernotwithstanding anything to the contrary in this Agreement, that this Agreement shall not constitute a grant of a security interest in any Excluded Assets and the term “Article 9 Collateral Collateral” shall not include, and in no event shall the security interest granted under this Section 4.01 attach to (A) include 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing DateExcluded Assets.
(b) Each In furtherance of Section 5.5(b) of the ABL Intercreditor Agreement and at all times prior to the Discharge of ABL Obligations, as security for the payment or performance, as the case may be, in full of the Second Lien Secured Obligations, each Grantor hereby grants to the ABL Agent, its successors and permitted assigns, for the benefit of the Second Lien Agent and the other Second Lien Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under the Deposit Accounts and Securities Accounts constituting Collateral.
(c) Subject to the terms of the Intercreditor Agreements, each Grantor agrees that, in the event any Grantor, pursuant to any ABL Loan Document (as defined in the ABL Intercreditor Agreement), takes any action to grant or perfect a Lien in favor of the ABL Agent in any assets, such Grantor shall also take such action to grant or perfect a Lien (subject to the ABL Intercreditor Agreement and other than the granting of “control” (as defined in the UCC) over any Deposit Accounts or Securities Accounts ) in favor of the Second Lien Agent to secure the Second Lien Secured Obligations without request of the Second Lien Agent, including with respect to any property and real property in which the ABL Agent directs a Grantor to grant or perfect a Lien or take such other action under any ABL Loan Document.
(d) Subject to Section 3.01(g), each Grantor hereby irrevocably authorizes the Collateral Second Lien Agent for the benefit of the Second Lien Secured Parties (but the Second Lien Agent shall be under no obligation to do so) at any time and from time to time to file in any relevant jurisdiction jurisdiction, in the event such Grantor fails to do in the first instance, any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect, effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the Uniform Commercial Code UCC 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 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 relatesGrantor. Each Grantor agrees to provide such information to the Collateral Second Lien Agent promptly upon any reasonable request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(ce) The Security Interest is granted as security only and shall not subject the Collateral Second Lien Agent or any other Second 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 9 Collateral.9
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, performance in full when due of the Obligations, including each Guaranty of the Obligations, each Grantor hereby 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 Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”), ) in all right, title or interest in or to any and all of the following assets and properties 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 cash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) all InstrumentsIntellectual Property, including all claims for, and rights to ▇▇▇ for, past or future infringements of Intellectual Property, and all income, royalties, damages and payments now or hereafter due or payable with respect to Intellectual Property;
(ix) all InventoryGoods;
(x) all Investment PropertyInstruments;
(xi) all Letter-of-Credit RightsInventory;
(xii) all Commercial Tort ClaimsInvestment Property;
(xiii) all books and records pertaining to the Article 9 Collateral;
(xiv) all Letters of Credit and Letter of Credit Rights;
(xv) all Money; and
(xivxvi) 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 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.;
Appears in 1 contract
Sources: Revolving Credit Agreement (CF Industries Holdings, Inc.)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Notes 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 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 AccountsAccounts and all Credit Card Receivables;
(ii) all Chattel Paper, including electronic chattel paper;
(iii) all cash and Deposit AccountsCommercial Tort Claims described on Schedule III;
(iv) all DocumentsDeposit Accounts;
(v) all EquipmentDocuments;
(vi) subject to clause (C) of the proviso to Section 2.01, all FixturesGeneral Intangibles, including Payment Intangibles, Software and Intellectual Property Collateral;
(vii) all General IntangiblesGoods, including Inventory, Equipment and Fixtures;
(viii) all Instruments;
(ix) all Inventory;
(x) all Investment Property;
(xix) all Letter-of-Credit Rights;
(xi) all Supporting Obligations;
(xii) all Commercial Tort Claimsmonies, whether or not in the possession or under control of the Collateral Agent, a Secured Party or a bailee or Affiliate of the Collateral Agent or a Secured Party;
(xiii) all accessions to, substitutions for, and all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Collateral;
(xiv) all books and records (including customer lists, files correspondence, tapes, computer programs, print-outs and computer records) pertaining to the Article 9 Collateralforegoing; and
(xivxv) 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, the Indenture or the other Covered Documents, this Agreement shall not constitute a grant of a security interest in, and “Article 9 Collateral” shall not include, (A) any property, other than Inventory, Accounts and other property of the type that is included in the Tranche A Borrowing Base or the Tranche A-1 Borrowing Base (as defined in the Credit Agreement as in effect on the date hereof) under the Credit Agreement, to the extent that a grant of a security interest therein (y) is prohibited by any requirements of law or (z) is prohibited by or constitutes a breach or default under or results in the termination of or requires any consent not obtained under any contract, license, agreement, instrument or other document evidencing or giving rise to such property or any applicable shareholder or similar agreement, (B) any motor vehicles, (C) Equipment subject to a Lien permitted pursuant to clause (10) of the definition of “Permitted Liens” in the Indenture so long as the documents evidencing such Indebtedness expressly prohibit a second priority lien on such Equipment, (D) any United States intent-to-use application for a Trademark that may be deemed invalidated, canceled or abandoned due to the grant and/or enforcement of such security interest 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 and (E) at any time prior to the Discharge of First Lien Obligations, any assets that are not at such time required to be subject to the Liens securing the Credit Facility Obligations pursuant to the terms of the First Lien Security Documents; provided, however, that at any time such assets are required to be subject to the Article 9 Collateral Liens securing the Credit Facility Obligations then such asset shall not includeno longer be excluded pursuant to this clause (E); provided further that, and in no event shall the security interest granted under this Section 4.01 attach to case of clauses (A) any leaseand (C), 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, exclusion shall apply solely to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 prohibition or 9-409 of the UCC, any provision of the Bankruptcy Code breach or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (C) any application default or requirement 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 consent is filed, at which time such trademark shall automatically become part of the Collateral and subject to the security interest pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Dateand is enforceable under applicable law.
(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 effecteffect 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 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. .
(c) Each Grantor also ratifies its authorization for 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 Copyright Security Agreements, Patent Security Agreements and Trademark Security Agreements, or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file other documents 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 the case may be necessary or advisable be, for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest security interest granted by each Grantorsuch Grantor hereunder, without the signature of any such Grantor, and naming any Grantor or the Grantors such Grantor, as debtors debtor, and the Collateral Agent Agent, as secured party.
(cd) Notwithstanding the foregoing authorizations, in no event shall the Collateral Agent be obligated to prepare or file any financing statements whatsoever, or to maintain the perfection of the security interest granted hereunder. Each Grantor agrees to prepare, record and file, at its own expense, financing statements (and amendments and continuation statements when applicable) with respect to the Collateral now existing or hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect and maintain perfected the Collateral, and to deliver a file stamped copy of each such financing statement or other evidence of filing to the Collateral Agent. Neither the Trustee nor the Collateral Agent shall be under any obligation whatsoever to file any such financing or continuation statements or to make any other filing under the UCC in connection with this Agreement or any other Covered Document.
(e) 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 Collateral.
Appears in 1 contract
Sources: Second Lien Security Agreement (Bon Ton Stores Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor including, without limitation, obligations under the Guaranty, the Borrower 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 (collectively, with the Parent Guarantor Security Interest, the “Security Interest”)) in, in all right, title or interest in or to any and all of the following its assets and properties now owned or at any time hereafter acquired by such Grantor the Borrower or in which such Grantor the Borrower now has or at any time in the future may acquire any right, title or interest interest, including, without limitation, the following (collectively, with the Parent Guarantor Collateral, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel PaperCommercial Tort Claims;
(iii) all cash and Deposit AccountsChattel Paper;
(iv) all Documents;
(v) all Equipment;
(vi) all Fixtures, but only to the extent such Fixtures constitute personal property for purposes of the UCC;
(vii) all General Intangibles;
(viii) all InstrumentsGoods;
(ix) all Instruments;
(x) all Intellectual Property Collateral (but excluding any United States intent-to-use trademark application prior to the filing and acceptance of a statement of use or an amendment to allege use in connection therewith to the extent that a valid security interest may not be taken on such an intent-to-use trademark application under applicable Law);
(xi) all Inventory;
(xxii) all Investment Property;
(xixiii) all Letters of Credit and Letter-of-Credit Rights;
(xiixiv) all Commercial Tort ClaimsMoney and all Deposit Accounts (including, without limitation, the Cash Collateral Account);
(xiiixv) all Pledged Equity and Pledged Debt and all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion thereof;
(xvi) all Supporting Obligations;
(xvii) the Purchase Agreement, the Escrow Agreement, the Employment Agreements, the Publicity Rights License Agreement and the other Transaction Documents, and the SPE Borrower License Agreement;
(xviii) all books and records pertaining to the Article 9 CollateralCollateral including but not limited to any computer-readable memory and any computer hardware or software necessary to process such memory (“Books and Records”); and
(xivxix) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing.
(b) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including, without limitation, obligations under the Guaranty, Parent Guarantor 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 “Parent Guarantor Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by Parent Guarantor or in which Parent Guarantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Parent Guarantor Collateral”):
(i) all of the Equity Interests of the Borrower;
(ii) all additional Equity Interests issued by the Borrower acquired from time to time acquired by Parent Guarantor in any manner;
(iii) any certificates representing the shares referred to in clause (i) or (ii) above;
(iv) all dividends, cash, interest, instruments and other property from time to time received or otherwise distributed in respect of or in exchange for any or all of the foregoing;
(v) the Purchase Agreement, the Escrow Agreement, the Employment Agreements, the Publicity Rights License Agreement and the other Transaction Documents;
(vi) all Contracts (as defined in the Purchase Agreement) to the extent such Contracts have not been assigned to the Borrower;
(vii) all Books and Records with respect to the Parent Guarantor Collateral; providedand
(viii) to the extent not otherwise included, howeverall Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. Notwithstanding anything in this Agreement to the contrary, that any covenants made by the Article 9 Collateral Parent Guarantor under this Agreement with respect to any of its assets shall be limited to solely the Parent Guarantor Security Interest and the Parent Guarantor Collateral.
(c) Notwithstanding anything in this Agreement to the contrary, (i) “Collateral” shall not include, and in no event shall the security interest granted under this Section 4.01 attach to include (A) any lease, license, contract, property rights contract or agreement to which any the relevant Grantor is a party (or to party, any of its rights or interests thereunder) thereunder or any assets subject thereto if the grant of such security interest would shall constitute or result in either (x1) the abandonment, invalidation or unenforceability of any right, title or interest of any such Grantor therein or result in any Grantor’s loss of use of such asset or (y2) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, 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, UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code Code) or otherwiseprinciples of equity), ; (B) any Grantor’s directors and officers liability insurance policieslease, license, contract or agreement to which the relevant Grantor is a party, any of its rights or interests thereunder or any assets subject thereto to the extent that any applicable law 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 (including the Bankruptcy Code) or principles of equity); or (C) any application for registration asset owned by the relevant Grantor that is subject to a Lien described in Section 9.2(a)(ix) or (xi) of the Loan Agreement if the contract or other agreement in such Lien is granted prohibits or requires the consent of any Person other than a trademark filed with the United States Patent Loan Party and Trademark Office on an intent-to-use basis until such time (if any) its Affiliates 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 condition to the security interest pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect creation of any other Lien on the Closing Date.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the 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, asset; and (ii) contain any covenants made by the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Parent Guarantor under this Agreement with respect to or arising out any of its assets shall be limited to solely the Article 9 Parent Guarantor Security Interest and the Parent Guarantor Collateral.
Appears in 1 contract
Sources: Security Agreement (Martha Stewart Living Omnimedia Inc)
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, 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, 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 cash and Deposit Accounts;
; (iv) all Documents;
Documents (other than title documents relating to vehicles); (v) all Equipment;
; (vi) all Fixtures;
General Intangibles; (vii) all General Intangibles;
Instruments; (viii) all Instruments;
Inventory; (ix) all Inventory;
Investment Property (subject to the limitations contained in the proviso to Section 3.01(a) and in the parenthetical that is in clause (ii) of Section 3.01(b)); (x) all Investment Property;
(xi) all Letter-of-Credit Rights;
; (xiixi) all Commercial Tort Claims;
Claims (xiiiincluding those specified in Schedule 13 to the Perfection Certificate); (xii) all books and records pertaining to the Article 9 Collateral; and
and (xivxiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing. 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, (B) any assets to the extent that such grant of a security interest would violate a contractual obligation binding on such asset or (C) 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; provided, however, that the limitation set forth in clause (B) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any an otherwise applicable prohibition or restriction on such term would be grant is rendered ineffective pursuant to Sections by any applicable law, including Section 9-406, 9-407, 406 or Section 9-408 or 9-409 of the New York UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the 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, effect and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 GrantorGrantor (to the extent permitted by applicable law), and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.9
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (CCC Information Services Group 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 collaterally 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, and confirms its prior assignment, pledge and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties of, a security interest (the “Security Interest”)) in, in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all cash and Deposit AccountsDocuments;
(iv) all DocumentsEquipment;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viiivi) all Goods;
(vii) all Instruments;
(ixviii) all Inventory;
(xix) all Investment Property;; CG&R Draft Current date: 08/09/2021 1:04 PM62203517v4
(xi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claims;
(xiiix) all books and records pertaining to the Article 9 Collateral;
(xi) all Fixtures;
(xii) all Letter of Credit and Letter-of-Credit Rights in excess of $5,000,000;
(xiii) all Intellectual Property;
(xiv) all Commercial Tort Claims listed on Schedule III and on any supplement thereto received by the Collateral Agent pursuant to Section 3.3(g); and
(xivxv) 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, however, that 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.;
(b) Each Subject to Section 3.1(e), each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” or “all personal property” of such Grantor or words of similar effect, effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the Uniform Commercial Code UCC 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 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. Each Grantor agrees to provide such information to the Collateral Agent promptly upon requestGrantor. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant such jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized Each Grantor agrees 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) provide 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 information to the Collateral Agent as secured partypromptly upon any reasonable request.
(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 Collateral.9
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, each Grantor hereby 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 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 cash and Deposit AccountsDocuments;
(iv) all DocumentsEquipment;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viiivi) all Instruments;
(ixvii) all Inventory;
(xviii) all Investment Property;
(xiix) all Letter-of-Credit Rights;
(xiix) all Commercial Tort Claims;
(xiiixi) all books and records pertaining to the Article 9 Collateral; and
(xivxii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; provided. Notwithstanding anything herein to the contrary, however, that the Article 9 Collateral shall not include, and in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest granted under this Section 4.01 attach to in, the following property and assets of the Grantors: (AI) any leaseGeneral Intangible, Instrument, license, contractproperty right, property rights permit or any other contract or agreement to which any a Grantor is a party (or to any of its rights or interests thereunder) thereunder if and for so long as the grant of such security interest would will constitute or result in either (x) the abandonment, invalidation or unenforceability of any right, title or interest of any the Grantor therein or 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, any such leaseGeneral Intangible, Instrument, license, contractproperty right, property rights permit or any other contract or agreement (other than, in each case, than to the extent that any such term would be rendered ineffective pursuant to Sections Section 9-406, 9-407, 9-408 or 9-409 of the UCCNew 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 provision portion of such General Intangible, Instrument, license, property right, permit or any other contract or agreement that does not result in any of the Bankruptcy Code or otherwiseconsequences 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 Grantor’s directors and officers liability insurance policiesassets 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 (x) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, (Cy) 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 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 the case of each of clause (i) and (ii) above, 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 outstanding Senior-Priority Registered Debt Securities would have required the Company to file separate financial statements for any subsidiary with the SEC; and (XI) any application for registration of a trademark filed with leasehold interest in real property (collectively, 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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date“Excluded Assets”).
(b) Each Grantor hereby irrevocably authorizes the Junior-Priority Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. Each Grantor agrees to provide such information to the Junior-Priority Collateral Agent promptly upon request. .
(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 date hereof. 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 or any similar office in any other countryoffice) 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.
(ce) 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 9 Collateral.
Appears in 1 contract
Sources: Junior Priority 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 Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”), ) in all right, title 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 FixturesGeneral Intangibles;
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsInventory;
(ix) all Inventory;
(x) all Investment Property;
(xix) all Letter-of-Letter of Credit Rights;
(xiixi) all Commercial Tort Claims;
(1) Securities Accounts, (2) Financial Assets credited to Securities Accounts or Deposit Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held any Securities Account or Deposit Account and (4) all other money in the possession of the Collateral Agent;
(xiii) all timber to be cut;
(xiv) all other personal property not otherwise described above (except for property specifically excluded from any defined term used in any of the foregoing clauses);
(xv) all books and records pertaining to the Article 9 Collateral; and
(xivxvi) to the extent not otherwise included, all Proceeds proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; provided. Notwithstanding anything to the contrary in this Agreement, howeverthe Indenture or any Security Documents, that the Article 9 Collateral this Agreement shall not include, and in no event shall the constitute a grant of a security interest granted under this Section 4.01 attach to in (and the following shall not constitute Collateral for the Obligations) (A) any leaseproperty or assets owned by any Foreign Subsidiaries, (B) Excluded Equity, (C) any debt securities issued to a Pledgor having, in the case of each instance of debt securities, an aggregate principal amount not in excess of $5.0 million, (D) any securities of any of the Company’s Subsidiaries to the extent a pledge of such securities to secure any of the Notes would require the filing of financial statements pursuant to Rule 3-16 of Regulation S-X, (E) any vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired, (F) (i) the Bucksport Co-Gen Assets and (ii) any assets acquired after the Closing Date to the extent that, and for so long as, granting a security interest in such assets would violate an enforceable contractual obligation binding on such assets that existed at the time of 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 with Indebtedness of the type permitted pursuant to Section 4.03(b)(iv) of the Indenture or any equivalent exception under any other agreement governing indebtedness that is secured by a Permitted Lien), (G) any property excluded from the definition of Pledged Collateral by virtue of the proviso to Section 3.01 hereof, (H) 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, (I) any Pledgor’s right, title or interest in any license, contract, property rights contract or agreement to which any Grantor such Pledgor is a party (or to any of its rights right, title or interests thereunder) if interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such security interest would license, contract or agreement, result in a breach of the terms of, or constitute a default under, 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 terms of, or a default under, any such lease, license, contract, property rights contract or agreement to which such Pledgor is a party (other than, in each case, than to the extent that any such term would be rendered ineffective pursuant to Sections Section 9-406, 9-407, 9-408 or 9-409 of the UCCNew York UCC or any other applicable law (including, any provision without limitation, Title 11 of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (C) any application for registration of a trademark filed with the United States Patent and Trademark Office on an intent-to-use basis until Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such time (if any) as a statement of use or amendment to allege use is filedprovision, at which time such trademark shall automatically become part of 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 (J) any asset or property that is not at any time subject to a Lien securing the security interest pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing DateSenior Lender Claims at such time.
(b) Each Grantor Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filingsfilings and filings with respect to timber to be cut) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor Pledgor is an organization, the type of organization 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. relates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets” or “all property.” Each Grantor Pledgor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent , including providing within 30 days of any reasonable request therefor legal descriptions of real property (other than real property subject to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior a Mortgage) on which timber to the date hereofbe cut of such Pledgor is located. 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 countryoffice) 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 GrantorPledgor, without the signature of any GrantorPledgor, and naming any Grantor Pledgor or the Grantors Pledgors as debtors and the Collateral Agent as secured party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest in any Article 9 Collateral of such Pledgor constituting Patents, Trademarks or Copyrights.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor Pledgor with respect to or arising out of the Article 9 Collateral.9
Appears in 1 contract
Security Interest. (a) As security for the To secure prompt and complete payment or performance, as the case may be, in full and performance of the Loan Obligations, each Grantor Borrower hereby assigns and pledges to the Collateral Agentpledges, its successors and assigns, for the ratable benefit of the Secured Parties, transfers and hereby grants to the Collateral AgentSecured Party a perfected, its successors and assigns, for the ratable benefit of the Secured Parties, a first priority continuing security interest (the “Security Interest”), in all rightproperties, title or interest in or to any and all of the following assets and properties rights of each Borrower, subject to no other liens or encumbrances, now owned or at any time hereafter acquired by such Grantor Borrower or in which such Grantor the Borrower now has or at any time in the future may acquire any right, title or interest interest, wherever located or situated (collectivelyhereinafter, collectively called the "Collateral"). Without limitation of the foregoing, the “Article 9 Collateral”):Collateral includes the following:
(i) all Accounts;
; (ii) all Chattel Paper;
As-Extracted Collateral; (iii) all cash and Deposit Accounts;
Chattel Paper; (iv) all Documents;
Commercial Tort Claims; (v) all Equipment;
Consignments; (vi) all Fixtures;
Contracts; (vii) all General Intangibles;
Copyrights; (viii) all Instruments;
Copyright Licenses; (ix) all InventoryDeposit Accounts;
(x) all Investment PropertyDocuments; (xi) all Electronic Chattel Paper; (xii) all Encumbrances; (xiii) all Money; (xiv) all Equipment; (xv) all Fixtures; (xvi) all Goods (xvii) all General Intangibles; (xviii) all Health-Care-Insurance Receivables;
(xixxix) all Instruments; (xx) all Inventory; (xxi) all Investment Property; (xxii) all Letter-of-Credit Rights;
(xiixxiii) all Commercial Tort Claims;
Letters of Credit; (xiiixxiv) all books Patents; (xxv) all Patent Licenses; (xxvi) all Payment Intangibles; (xxvii) all Promissory Notes; (xxviii) all Software; (xxvix) all Supporting Obligations; (xxx) all Tangible Chattel Paper; (xxxi) all Trademarks; (xxxii) all Trademark Licenses; (xxxiii) all Vehicles; and records pertaining to the Article 9 Collateral; and
(xivxxxiv) to the extent not otherwise included, all Proceeds (including condemnation proceeds), all Accessions, attachments and additions thereto and all substitutions, renewals and replacements therefore and rental payments and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; provided, however, that 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Date.
(b) Each Grantor hereby irrevocably authorizes Borrowers expressly acknowledge that the Collateral Agent at any time security interest granted hereunder will remain as security for payment 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, and (ii) contain the information required by Article 9 performance of the Uniform Commercial Code Loan Obligations, whether now existing or which may hereafter be incurred by future advances, or otherwise. The notice of each applicable jurisdiction for the filing continuing grant of this security interest therefore shall not be required to be stated on the face of any financing statement or amendmentdocument representing any such Loan Obligations, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed nor otherwise identify it as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor 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 or the Grantors as debtors and the Collateral Agent as being secured partyhereby.
(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 Collateral.
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, 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 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 cash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
(viii) all InstrumentsGoods;
(ix) all InventoryInstruments;
(x) all Investment Intellectual Property;
(xi) all Letter-of-Credit RightsInventory;
(xii) all Commercial Tort ClaimsInvestment Property other than the Pledged Collateral;
(xiii) all Letters of Credit and Letter of Credit Rights;
(xiv) all minerals, oil, gas and As-Extracted Collateral;
(xv) all books and records pertaining to the Article 9 Collateral; and
(xivxvi) 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, Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing; provided. Notwithstanding anything to the contrary in the Loan Documents, however, that this Agreement shall not constitute a grant of a security interest in (and the Article 9 Collateral shall not include, ) and in no event shall the security interest granted under this Section 4.01 attach other provisions of the Loan Documents with respect to Collateral need not be satisfied with respect to (A) motor vehicles or other assets subject to certificates of title (except to the extent the security interests in such vehicles or assets can be perfected by filing an “all assets” UCC-1 financing statement) and commercial tort claims, (B) any leaseassets over which the granting of security interests in such assets would be prohibited by an enforceable contractual obligation binding on the assets (including permitted liens, licenseleases or licenses), contractapplicable Requirements of Law (in each case, property rights except to the extent such prohibition is unenforceable after giving effect to applicable provisions of the Uniform Commercial Code or agreement to other applicable Requirement of Law, other than proceeds thereof, the assignment of which any Grantor is a party (expressly deemed effective under the Uniform Commercial Code or other applicable Requirement of Law notwithstanding such prohibitions) or to any of its rights or interests thereunder) if the grant of extent that such security interest interests would constitute require obtaining the consent of any Governmental Authority or would result in either material and adverse tax consequences to the Borrower, any Subsidiary or Parent as reasonably determined by the Borrower in writing delivered to the Collateral Agent, (xC) those assets with respect to which, in the abandonmentreasonable judgment of the Agent and the Borrower, invalidation the burdens, costs or unenforceability 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 an “all assets” UCC-1 financing statement), (E) any Excluded Equity Interest, (F) any Grantor’s right, title or interest in any license, contract or agreement to which such Grantor is a party or any of any Grantor therein its right, title or (y) interest thereunder to the extent, but only to the extent, that such a grant would violate the terms of applicable Requirements of Law or of such license, contract or agreement, or result in a breach or termination pursuant to of the terms of, or constitute a default under, any such lease, license, contract, property rights contract or agreement to which such Grantor is a party; 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 foreign collateral or credit support with respect to such foreign collateral (other thanthan any such assets constituting Pledged Collateral), (H) cash and Permitted Investments, Deposit Accounts, Securities Accounts (including securities entitlements and related assets) and Commodity Accounts, in each case, case other than (i) to the extent that a Lien thereon can be perfected by filing an “all assets” UCC-1 financing statement, and (ii) cash collateral accounts contemplated under the Loan Documents, (I) any asset (other than as set forth in clause (H) above) a security interest in which can only be perfected through control, control agreements or other control arrangements, in each case other than possession or control of Pledged Securities (whether certificated or uncertificated) to the extent required hereunder, (J) any property or assets owned by a Foreign Subsidiary (unless such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, Foreign Subsidiary is at any provision of the Bankruptcy Code or otherwisetime a Grantor hereunder), (BK) any Grantor’s directors and officers liability insurance policies, (C) any Trademark application for registration of a trademark filed with in the United States Patent and Trademark Office on an intent-to-the basis of any Grantor’s “intent to use” such Trademark and for which a form evidencing 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 Trademark has not yet been filed with and subject accepted by the United States Patent and Trademark Office, to the extent that granting a security interest pledged in such Trademark application prior to such filing would result in the cancellation or abandonment of the same or would impair the registrability, enforceability or validity of such Trademark application or any registration that issues therefrom under applicable federal law, (DL) margin stock and, to the Vault Cash Amountsextent prohibited by the terms of any applicable Organizational Documents, joint venture agreement, shareholders’ agreement or similar agreement, Capital Stock in any other Person other than Wholly-owned Subsidiaries that are Restricted Subsidiaries and (M) any Building (as defined in the applicable Flood Insurance Laws) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Laws) located on real property, in each case, in an aggregate principal amount not to exceed $1,097,341.95 area having special flood hazards and in which flood insurance is available under the Vault Cash Agreement in effect on National Flood Insurance Act of 1968 (the Closing Dateforegoing clauses (A) through (M), the “Excluded Assets”); provided that the Collateral shall include the Proceeds of any of the foregoing unless such Proceeds also constitute Excluded Assets.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (Ai) whether such Grantor is an organization, the type of organization 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 relatesrelates and (iii) a description of collateral that describes such property in any other manner as the Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Collateral granted under this Agreement, including describing such property as “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 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 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 or the Grantors as debtors and the Collateral Agent as secured party.
(c) The Security Interest is granted as security only and shall not subject the 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 Collateral.
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may beapplicable, in full of the Obligations, each Grantor hereby assigns and pledges grants 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 assigns, for the ratable benefit of the Secured PartiesCreditors, a security interest (the “Security Interest”), ) in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
(i) all Accounts;
(ii) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(iii) all cash and Deposit Accounts;
(iv) all Documents;
Documents (other than title documents with respect to Vehicles); (v) all EquipmentGoods;
(vi) all FixturesEquipment;
(vii) all General Intangibles;
(viii) all Instruments;
(ix) all Inventory;
(x) all Investment Property;
(xi) all Letter-of-Letter of Credit Rights;
(xii) all Commercial Tort ClaimsIntellectual Property, together with all causes of action arising prior to or after the date hereof for infringement of any of the Intellectual Property or unfair competition regarding the same;
(xiii) all Permits;
(xiv) all Contracts and all Contract Rights;
(xv) all As-Extracted Collateral;
(xvi) the Commercial Tort Claims set forth on Schedule 4.02(f) hereto or disclosed in writing to the Collateral Agent from time to time pursuant to Section 4.04(a) hereof;
(xvii) all books and records pertaining to the Article 9 Collateral;
(xviii) all Software, including all databases; and
(xivxix) to the extent not otherwise included, all Proceeds proceeds and products of any and all of the foregoing and all collateral security security, supporting obligations and guarantees given by any person Person with respect to any of the foregoing; provided. Notwithstanding the foregoing, however, that the Article 9 Collateral shall not include, and in no event shall the security interest granted under this Section 4.01 attach to include (Ai) any leaseproperty, licenseGeneral Intangibles or other rights arising under leases, contractlicenses, property rights contracts, agreements or agreement to which any Grantor is a party (or to any of its rights or interests thereunder) if other documents for so long as the grant of such security interest would shall constitute or result in either (xA) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or Assignor therein, (yB) in a breach or termination pursuant to the terms of, or a default under, any such General Intangible, lease, license, contract, property rights agreement or agreement other document, (C) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than, in each case, than to the extent that any such term would be specified in clause (A), (B) or (C) above is rendered ineffective pursuant to Sections 9-406, 9-9 407, 9-408 or 9-409 of the UCCNew York UCC (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including the Bankruptcy Code) or principles of equity) or (D) require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any provision portion of such General Intangible, lease, license, contract, agreement or other document that does not result in any of the Bankruptcy Code or otherwiseconsequences specified in clause (A), (B) any Grantor’s directors and officers liability insurance policies), (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 pledged or (D) above, (ii) Pledged Collateral (which is covered and pledged pursuant Article III of this Agreement), (iii) all Equity Interests in Persons that are not Wholly-Owned Subsidiaries of the Vault Cash AmountsBorrower or any of its Subsidiaries, but only to the extent such Person is, or its equity holders are, contractually prohibited from pledging such Equity Interests, provided that, the Borrower or any of its Subsidiaries does not encourage the creation of any contractual prohibitions, (iv) all Equity Interests in an aggregate principal amount not Persons created after the date hereof, but only to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing Dateextent such Person is, or its equity holders are, legally (including pursuant to regulations of a Governmental Authority) prohibited from pledging such Equity Interests or (v) any ICTC Excluded Collateral, any assets of any Immaterial Subsidiary, any assets of any Unrestricted Subsidiary or Excluded Property.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent (or its designee) at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets” of such Grantor or words of similar effect, such other description as the Collateral Agent may determine and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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 filingfiling or covering Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. .
(c) Each Grantor also ratifies its authorization for the Collateral Agent (or its designee) to file file, without the signature of any Grantor, 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. thereto.
(d) The Collateral Agent (or its designee) 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 or the Grantors as debtors and the Collateral Agent as secured party.
(ce) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party Creditor to, or in any way alter or modify, any, without the signature of any Grantor, obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
Appears in 1 contract
Sources: Guaranty and Collateral Agreement (WESTMORELAND COAL Co)
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, 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 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 cash and Deposit Accounts;
(iv) all Documents;
(v) all Equipment;
(vi) all FixturesGeneral Intangibles;
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsInventory;
(ix) all Inventory;
(x) all Investment Property;
(x) Letter of Credit rights;
(xi) all Letter-of-Credit Rightscommercial tort claims against any Grantor (as identified on Schedule IV hereto);
(xii) all Commercial Tort Claims;
(xiii) all books and records pertaining to the Article 9 Collateral; and
(xivxiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person Person with respect to any of the foregoing; providedNotwithstanding anything to the contrary contained herein, however, that the security interests granted under this Agreement shall not extend to and the definition of Collateral and Article 9 Collateral shall not includeinclude any permit, and in no event shall the security interest granted under this Section 4.01 attach to (A) any lease, license, contract, property rights contract or agreement to which any instrument now or hereafter in effect of a Grantor is a party (or to any of its rights or interests thereunder) if the grant of such a security interest would constitute or result in either (x) the abandonmentsuch permit, invalidation or unenforceability of any right, title or interest of any Grantor therein or (y) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contractcontract or instrument in a manner contemplated by this Agreement, property rights under the terms thereof or agreement 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 (other thanincluding upon the giving of notice or the lapse of time or both); provided, in each casehowever that (A) such security interest, to the extent severable, shall attach immediately to any portion of such permit, lease, license, contract or instrument that does not result in 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), consequences specified above; and (B) the foregoing exclusion shall not in any Grantorway limit, impair or otherwise affect the Collateral Agent’s directors and officers liability insurance policiescontinuing liens upon rights or interests of the Grantors in or to (I) monies due or to become due in respect of such permit, lease, license, contract or instrument or (CII) any application for registration and all proceeds from the sale, transfer, assignment, license, lease or other disposition of a trademark filed with the United States Patent and Trademark Office on an intent-to-use basis until such time permit, lease, license, contract or instrument (if any) as a statement of use or amendment to allege use is filed, at which time such trademark provided that this requirement shall automatically become part of not constitute consent by the Collateral and subject Agent or any Secured Party to any such sale, transfer, assignment, license, lease or other disposition that is prohibited by the security interest pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing DateLoan Documents).
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the 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 effectPledgor, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization 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. 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 “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 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 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 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.
(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 Collateral.
Appears in 1 contract
Security Interest. (a) As security for the payment or performance, as the case may be, and performance in full of the Note Obligations, including the obligations of the Grantors under the Guaranty, each Grantor hereby assigns collaterally assigns, mortgages and pledges to the Collateral AgentTrustee, its successors and permitted assigns, for the ratable benefit of the Secured PartiesNoteholders, and hereby grants to the Collateral AgentTrustee, its successors and permitted assigns, for the ratable benefit of the Secured PartiesNoteholders, a security interest (together with the security interest pledged pursuant to Section 2.01, the “Security Interest”), ) in all right, title or interest in or to any and all of the following assets and properties properties, wherever located, 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, including all Electronic Chattel Paper;
(iii) all cash and Deposit AccountsDocuments;
(iv) all DocumentsEquipment and Fixtures;
(v) all EquipmentGeneral Intangibles, including, without limitation, all right, title and interest that any Grantor now has or later acquires in, to and under, the Specified Contracts;
(vi) all FixturesGoods;
(vii) all General IntangiblesInstruments;
(viii) all InstrumentsIntellectual Property;
(ix) all Fixtures;
(x) all Inventory;
(xxi) all Investment Property;
(xi) all Letter-of-Credit Rights;
(xii) all Commercial Tort Claimscash, Cash Equivalents, Deposit Accounts and Securities Accounts;
(xiii) all Letters of Credit and Letter of Credit Rights;
(xiv) all Commercial Tort Claims reasonably expected to result in a recovery greater than $250,000;
(xv) all books and records Records pertaining to the Article 9 Collateral; and
(xivxvi) 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 the Article 9 Collateral shall not include, and in no event shall the security interest granted under this Section 4.01 attach to (A) include 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 terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, in each case, to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC, any provision of the Bankruptcy Code or otherwise), (B) any Grantor’s directors and officers liability insurance policies, (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 pledged or (D) the Vault Cash Amounts, in an aggregate principal amount not to exceed $1,097,341.95 under the Vault Cash Agreement in effect on the Closing DateExcluded Property.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent Trustee, for the benefit of the Noteholders, 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 effecteffect 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 and, if applicable, 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. Each Grantor agrees to provide such information to the Collateral Agent Trustee promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent Trustee is further irrevocably authorized to file with the United States Patent and Trademark Office or the United States Copyright Office (or or, in each case, any successor office or any similar office in any other countrythereof) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing perfecting or protecting confirming the Security Interest in Intellectual Property granted by each Grantor, with notice to each, but without the signature of any Grantorany, Grantor (only if such signature cannot reasonably be obtained by the Collateral Trustee), and naming any Grantor or the Grantors as debtors and the Collateral Agent Trustee as secured party.
(c) The Security Interest is granted as security only and shall not subject the Collateral Agent Trustee or any other Secured Party Noteholder 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 Collateral.
Appears in 1 contract
Sources: Pledge and Security Agreement (Ascend Wellness Holdings, Inc.)