Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located: (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party; (m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 8 contracts
Sources: Security Agreement (Atrinsic, Inc.), Security Agreement (Converted Organics Inc.), Security Agreement (Ecoblu Products, Inc.)
Grant of Security. Each Grantor (a) The Borrower hereby unconditionally grants, assignspledges, transfers and pledges collaterally assigns to each the Collateral Agent, for the benefit of the Secured Party Parties, as collateral security for all Obligations, a separate, continuing security interest (eachin, and a “Security Interest” andLien upon, collectivelyall of the Borrower’s right, title and interest in, to and under, the “Security Interests”) following property, in all assets of such Grantor (other than Real Property) each case whether tangible or intangible, wheresoever located, and whether now owned by the Borrower or hereafter acquired and whether now existing or arising and wherever located hereafter coming into existence (collectively, in each case excluding the Excluded Amounts) (all of the property described in this Section 7.01(a) being collectively referred to herein as the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;):
(i) all Collateral Loans and Related Documents (including those listed, as of such Grantor’s Negotiable Collateralthe Closing Date, in Schedule 3), both now and hereafter owned, including all Collections and other Proceeds thereon or with respect thereto;
(jii) each Covered Account and all Money and all investment property (including all securities, all security entitlements with respect to such Covered Account and all financial assets carried in such Covered Account) from time to time on deposit in or credited to each Covered Account;
(iii) all interest, dividends, distributions and other Money or property of such Grantor’s rights any kind distributed in respect of Supporting Obligationsthe Collateral Loans of the Borrower, which the Borrower is entitled to receive, including all Collections in respect of its Collateral Loans;
(kiv) each Facility Document and all of rights, remedies, powers, privileges and claims under or in respect thereto (whether arising pursuant to the terms thereof or otherwise available to the Borrower at law or equity), including the right to enforce each such Grantor’s Commercial Tort ClaimsFacility Document and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect thereto, to the same extent as the Borrower could but for the assignment and security interest granted to the Collateral Agent under this Agreement;
(lv) all of such Grantor’s money, cash, cash equivalents, Cash or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyMoney;
(mvi) all loans and investments and, in each case as defined in the UCC, securities, accounts, chattel paper, deposit accounts, instruments, financial assets, investment property, general intangibles, letter-of-credit rights, and supporting obligations of the proceeds Borrower, and products, whether tangible or intangible, all other property of any type or nature in which the Borrower has an interest (including the equity interests of each subsidiary of the foregoingBorrower), including proceeds and all property of the Borrower which is delivered to the Collateral Agent by or on behalf of the Borrower (whether or not constituting Collateral Loans or Eligible Investments);
(vii) all Liens, property, guaranties, supporting obligations, insurance and other agreements or Commercial Tort Claims covering arrangements of whatever character from time to time supporting or relating to securing payment of the assets, investments and properties described above; and
(viii) all Proceeds of any or and all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from .
(b) All terms used in this Section 7.01 but not defined in Section 1.01 shall have the sale, lease, license, exchange, collection, or other disposition of any of respective meanings assigned to such terms in the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related PropertyUCC as applicable.
Appears in 7 contracts
Sources: Revolving Credit and Security Agreement (T Series Middle Market Loan Fund LLC), Revolving Credit and Security Agreement (T Series Middle Market Loan Fund LLC), Revolving Credit and Security Agreement (Morgan Stanley Direct Lending Fund)
Grant of Security. Each The Grantor hereby unconditionally grants, assigns, assigns and pledges to the Collateral Agent for its benefit and the ratable benefit of each of the Secured Party Parties, and hereby grants to the Collateral Agent for its benefit and the ratable benefit of each of the Secured Parties, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter existing or acquired or arising and wherever located:by the Grantor (the "Collateral"):
(a) all equipment in all of such its forms of the Grantor’s Accounts, wherever located, including all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related thereto (any and all of the foregoing being the "Equipment");
(b) all inventory in all of its forms of the Grantor, wherever located, including
(i) all raw materials and work in process therefor, finished goods thereof, and materials used or consumed in the manufacture or production thereof,
(ii) all goods in which the Grantor has an interest in mass or a joint or other interest or right of any kind (including goods in which the Grantor has an interest or right as consignee), and
(iii) all goods which are returned to or repossessed by the Grantor, and all accessions thereto, products thereof and documents therefor (any and all such Grantor’s Booksinventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (including tax refunds) of the Grantor, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights of the Grantor now or hereafter existing in and to all security agreements, guaranties, leases and other contracts securing or otherwise relating to any such Grantor’s Chattel Paperaccounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles being the "Receivables", and any and all such security agreements, guaranties, leases and other contracts being the "Related Contracts");
(d) all Intellectual Property Collateral of such the Grantor’s Deposit Accounts;
(e) all books, records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of such Grantor’s Equipment and fixturesthe foregoing in this Section 2.1;
(f) all of such the Grantor’s General Intangibles;'s other property and rights of every kind and description and interests therein; and
(g) all products, offspring, rents, issues, profits, returns, income and proceeds of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of and from any Secured Party;
(m) and all of the foregoing Collateral (including proceeds and products, whether tangible or intangible, of any which constitute property of the foregoingtypes described in clauses (a), including (b), (c), (d), (e) and (f), proceeds of insurance deposited from time to time in the Concentration Account, the Cash Collateral Account and in any lock boxes or Commercial Tort Claims covering or relating to any or all Lockbox Account of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insuredGrantor, and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”Collateral). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 7 contracts
Sources: Subsidiary Security Agreement (Foamex Fibers Inc), Subsidiary Security Agreement (Foamex Fibers Inc), Subsidiary Security Agreement (Foamex Fibers Inc)
Grant of Security. Each Grantor (a) The Borrower hereby unconditionally grants, assignspledges, transfers and pledges collaterally assigns to each the Collateral Agent, for the benefit of the Secured Party Parties, as collateral security for all Obligations, a separate, continuing security interest (eachin, and a “Security Interest” andLien upon, collectivelyall of the Borrower’s right, title and interest in, to and under, the “Security Interests”) following property, in all assets of such Grantor (other than Real Property) each case whether tangible or intangible, wheresoever located, and whether now owned by the Borrower or hereafter acquired and whether now existing or arising and wherever located hereafter coming into existence (collectively, all of the property described in this Section 7.01(a) being collectively referred to herein as the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;):
(i) all Collateral Loans and Related Documents (listed, as of such Grantor’s Negotiable Collateralthe Closing Date, in Schedule 3 hereto), both now and hereafter owned, including all collections and other proceeds thereon or with respect thereto;
(jii) each Covered Account and all money and all investment property (including all securities, all security entitlements with respect to such Covered Account and all financial assets carried in such Covered Account) from time to time on deposit in or credited to each Covered Account;
(iii) all interest, dividends, stock dividends, stock splits, distributions and other money or property of such Grantor’s rights any kind distributed in respect of Supporting Obligationsthe Collateral Loans of the Borrower, which the Borrower is entitled to receive, including all Collections in respect of its Collateral Loans;
(kiv) each Facility Document and all of rights, remedies, powers, privileges and claims under or in respect thereto (whether arising pursuant to the terms thereof or otherwise available to the Borrower at law or equity), including the right to enforce each such Grantor’s Commercial Tort ClaimsFacility Document and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect thereto, to the same extent as the Borrower could but for the assignment and security interest granted to the Collateral Agent under this Agreement;
(lv) all Cash or Money in possession of such Grantor’s money, cash, cash equivalents, the Borrower or other assets of each such Grantor that now delivered to the Collateral Agent (or hereafter come into the possession, custody, or control of any Secured Partyits bailee);
(mvi) all accounts, chattel paper, deposit accounts, financial assets, general intangibles, instruments, investment property, letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC);
(vii) all other property of the proceeds Borrower and productsall property of the Borrower which is delivered to the Collateral Agent (or the Custodian on its behalf) by or on behalf of the Borrower (whether or not constituting Collateral Loans or Eligible Investments);
(viii) all security interests, whether tangible liens, collateral, property, guaranties, supporting obligations, insurance and other agreements or intangiblearrangements of whatever character from time to time supporting or securing payment of the assets, investments and properties described above; and
(ix) all Proceeds of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or and all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from .
(b) All terms used in this Section 7.01 that are defined in the sale, lease, license, exchange, collection, or other disposition of any of UCC but are not defined in Section 1.01 shall have the foregoing, respective meanings assigned to such terms in the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related PropertyUCC.
Appears in 7 contracts
Sources: Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.), Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.), Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.)
Grant of Security. Each The Grantor hereby unconditionally grants, assigns, (i) confirms and acknowledges the continuance of the security interests and Liens granted under the Existing Security Agreement and (ii) assigns and pledges to the Collateral Agent for its benefit and the ratable benefit of each of the Secured Party Parties, and hereby grants to the Collateral Agent for its benefit and the ratable benefit of each of the Secured Parties, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter existing or acquired or arising and wherever located:by the Grantor (the "Collateral"):
(a) all equipment in all of such its forms of the Grantor’s Accounts, wherever located, including all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related thereto (any and all of the foregoing being the "Equipment");
(b) all Inventory of such the Grantor’s Books;
(c) all Receivables of such the Grantor’s Chattel Paper;
(d) all Intellectual Property Collateral of such the Grantor’s Deposit Accounts;
(e) all General Intangibles of such the Grantor’s Equipment and fixtures;
(f) all Commercial Tort Claims of such the Grantor’s General Intangibles;
(g) all books, records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of such Grantor’s Inventorythe foregoing in this Section 2.1;
(h) all of such the Grantor’s Investment Related Property;'s other property and rights of every kind and description and interests therein; and
(i) all products, offspring, rents, issues, profits, returns, income and Proceeds of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of and from any Secured Party;
(m) and all of the proceeds and products, whether tangible or intangible, of any foregoing Collateral (including Proceeds which constitute property of the foregoingtypes described in clauses (a), including proceeds of insurance (b), (c), (d), (e), (f), (g) and (h), Proceeds deposited from time to time in the Concentration Account, the Cash Collateral Account, and in any lock boxes or Commercial Tort Claims covering or relating to any or all Lockbox Account of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insuredGrantor, and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”Collateral). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 6 contracts
Sources: Security Agreement (Foamex International Inc), Subsidiary Security Agreement (Foamex International Inc), Subsidiary Security Agreement (Foamex International Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission.
(m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding the foregoing the term Collateral shall not include (i) any rights or interest in any contract, lease, permit, license, charter or license agreement covering personal property of a Grantor if under the terms of such contract lease, permit, license, charter or license agreement, or applicable law with respect thereto, the valid grant of a security interest or lien therein to Agent is prohibited as a matter of law or under the terms of such contract (including where the violation of any such prohibition would result in the termination of the applicable contract), lease, permit, license, charter or license agreement and such prohibition has not been or is not waived or the consent of the other party to such contract, lease, permit license, charter or license agreement has not been or is not otherwise obtained; provided, that, the foregoing exclusion shall in no way be construed (a) to apply if any described prohibition is unenforceable under Section 9-406, 9-407, or 9-408 of the Code or other applicable law, or (b) so as to limit, impair or otherwise affect Agent’s continuing security interests in and liens upon any rights or interests of a Grantor in or to monies due or to become due under any described contract, lease permit, license, charter or license agreement (including any Accounts), or (c) to limit, impair, or otherwise affect Agent’s continuing security interests in and liens upon any rights or interest of a Grantor in and to any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, license agreement, (ii) voting Stock of any CFC, solely to the extent that (x) such Stock represents more than 65% of the outstanding voting Stock of any such CFC that is a first tier Subsidiary of Parent or other Loan Party or 0% of the outstanding voting Stock of any Subsidiary of such first tier Subsidiary of Parent or other Loan Party, and (y) pledging or hypothecating more than the foregoing amount of the total outstanding voting Stock of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits of Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), or (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.
Appears in 5 contracts
Sources: Security Agreement (Oclaro, Inc.), Security Agreement (Oclaro, Inc.), Security Agreement (Oclaro, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property; provided, however, that for the avoidance of doubt (and notwithstanding anything to the contrary in the Security Documents), no Security Interest shall be granted pursuant to the Security Documents in respect of any Patents, Trademarks, Copyrights or other Intellectual Property that are the subject matter of any Intellectual Property Licenses pursuant to which the Grantor is a licensee, except to the extent that the Grantor has rights to such Patents, Trademarks, Copyrights or other Intellectual Property without consideration to, and independent of, the rights provided under the related Intellectual Property Licenses.
Appears in 4 contracts
Sources: Security Agreement (Morria Biopharmaceuticals PLC), Security Agreement (Morria Biopharmaceuticals PLC), Security Agreement (Morria Biopharmaceuticals PLC)
Grant of Security. Each The Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such the Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such the Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such the Grantor’s Accounts;
(b) all of such the Grantor’s Books;
(c) all of such the Grantor’s Chattel Paper;
(d) all of such the Grantor’s Deposit Accounts;
(e) all of such the Grantor’s Equipment and fixtures;
(f) all of such the Grantor’s General Intangibles;
(g) all of such the Grantor’s InventoryIntellectual Property;
(h) all of such the Grantor’s Inventory;
(i) all of the Grantor’s Investment Related Property;
(ij) all of such the Grantor’s Negotiable Collateral;
(jk) all of such the Grantor’s Real Property;
(l) all of the Grantor’s rights in respect of Supporting Obligations;
(km) all of such the Grantor’s Commercial Tort Claims;
(ln) all of such the Grantor’s money, cash, cash equivalents, or other assets of each such the Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;; and
(mo) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Intellectual Property, Inventory, Investment Related Property, Negotiable Collateral, Real Estate, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any the Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 4 contracts
Sources: Security Agreement (Aqua Metals, Inc.), Securities Purchase Agreement (Resonant Inc), Security Agreement (Resonant Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns to Secured Party, and pledges hereby grants to each Secured Party a separate, continuing security interest (eachin, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, title and interest in and to the followingfollowing Collateral of such Grantor, in each case whether now or hereafter existing, whether now owned or hereafter acquired acquired, and whether or arising and wherever located:not subject to the Uniform Commercial Code as it exists on the date of this Agreement, or as it may hereafter be amended in the State of New York (the “UCC”), including the following (the “Collateral”):
(a) all of such Grantor’s AccountsAccounts and receivables;
(b) all of such Grantor’s BooksChattel Paper;
(c) all of Money and all Deposit Accounts (including, without limitation, the Asset Sale Proceeds Account), together with all amounts on deposit from time to time in such Grantor’s Chattel PaperDeposit Accounts, including all Investments;
(d) all of such Grantor’s Deposit AccountsDocuments;
(e) all of such Grantor’s Equipment General Intangibles, including all Intellectual Property Collateral, Payment Intangibles and fixturesSoftware;
(f) all of such Grantor’s General IntangiblesGoods, including Inventory, Equipment and Fixtures;
(g) all of such Grantor’s InventoryInstruments;
(h) all of such Grantor’s Investment Related Property, including all Securities Collateral;
(i) all of such Grantor’s Negotiable CollateralLetter-of-Credit Rights and other Supporting Obligations;
(j) all of such Grantor’s rights in respect of Supporting ObligationsRecords;
(k) all of such Grantor’s Commercial Tort Claims, including those set forth on Schedule 1 annexed hereto;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyFCC Licenses;
(m) all Spectrum Leases;
(n) the right to receive any payment of the proceeds and products, whether tangible or intangible, of any of the foregoingmoney, including proceeds of insurance without limitation general intangibles for money due or Commercial Tort Claims covering to become due, derived in any way from any FCC License, Foreign License, Spectrum Lease or relating to any or Foreign Spectrum Lease; and
(o) all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise Proceeds with respect to any of the foregoing Collateral. Each category of Collateral set forth above shall have the meaning set forth in the UCC (to the extent such term is defined in the UCC), it being the intention of Grantors that the description of the Collateral set forth above be construed to include the broadest possible range of assets. Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, (a) any of such Grantor’s rights or interests in or under, any license, contract, lease, permit, Instrument or franchise to which such Grantor is a party or any of such Grantor’s rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract, lease, permit, Instrument or franchise, or under applicable provisions of the Communications Act or FCC Rules, result in a breach of the terms of, or constitute a default under, such license, contract, lease, permit, Instrument or franchise or applicable provisions of the Communications Act or FCC Rules (other than to the extent that any such term would be rendered ineffective pursuant to the UCC or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision (including by reason of any modification or change thereto or any change in the interpretation by the FCC of applicable provisions of the Communications Act or FCC Rules by final non-appealable action of the FCC) the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests in accordance with the terms of any such ineffectiveness, lapse, termination, modification or change or (b) any application for a Trademark based on an intent to use the same if and so long as such application is pending without a “ProceedsStatement of Use” having been filed and accepted by the United States Patent and Trademark Office (each such pending application which is based on an intent to use, an “Intent-To-Use Application”); provided, that once a “Statement of Use” is filed and accepted by the United States Patent and Trademark Office in connection with an Intent-To-Use Application, this clause (b) shall not be applicable to such Intent-To-Use Application and the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, such Intent-To-Use Application. Without limiting the generality of Notwithstanding the foregoing, it is acknowledged and agreed that the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds creation of any indemnity or guaranty payable a security interest in Equity Interests issued by a Foreign Subsidiary shall be limited to any Grantor or any Secured Party from time to time with respect to any 66% of the Investment Related Propertyissued and outstanding Capital Stock of such Foreign Subsidiary entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock of such Foreign Subsidiary not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and the Collateral shall not include any other Equity Interests issued by such Foreign Subsidiary.
Appears in 4 contracts
Sources: Intercreditor Agreement (NextWave Wireless Inc.), Pledge and Security Agreement (NextWave Wireless Inc.), Intercreditor Agreement (NextWave Wireless Inc.)
Grant of Security. Each Grantor hereby unconditionally grantsassigns to Collateral Agent, assignsfor the ratable benefit of the Secured Parties, and pledges hereby grants to Collateral Agent, for the ratable benefit of the Secured Parties (in each Secured Party case, subject to Section 2 below with respect to any Specified New Senior Debt (as defined in the Intercreditor Agreement)) a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, title and interest in and to the following, in each case whether now owned or hereafter acquired existing, whether tangible or arising intangible, or in which such Grantor now has or hereafter acquires an interest and wherever the same may be located:, excluding, however, any of the following constituting Pledged Collateral under the Pledge Agreement and any Excluded Assets (subject to such exclusion, the “Collateral”):
(a) all equipment in all of its forms, all parts thereof and all accessions thereto (any and all such Grantor’s Accountsequipment, parts and accessions being the “Equipment”);
(b) all inventory in all of its forms, including but not limited to (i) all goods held by such Grantor for sale or lease or to be furnished under contracts of service or so leased or furnished, (ii) all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in such Grantor’s Booksbusiness, (iii) all goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind, and (iv) all goods which are returned to or repossessed by such Grantor and all accessions thereto and products thereof (collectively the “Inventory”) and all negotiable and non-negotiable documents of title (including, without limitation, documents, warehouse receipts, dock receipts and bills of lading) issued by any Person covering any Inventory (any such negotiable document of title being a “Negotiable Document of Title”);
(c) all accounts, contract rights, chattel paper, documents, instruments, letter-of-credit rights and other rights and obligations of any kind owned by or owing to such Grantor’s Chattel PaperGrantor and all rights in, to and under all security agreements, leases and other contracts securing or otherwise relating to any such accounts, contract rights, chattel paper, documents, instruments, letter-of-credit rights or other rights and obligations (but excluding, solely for the purposes of this clause (c) any items that are, or would (but for stated exclusions) constitute, Pledged Debt (as defined herein)) (subject to the foregoing exclusion, any and all such accounts, contract rights, chattel paper, documents, instruments, letter-of-credit rights and other rights and obligations being the “Accounts”, and any and all such security agreements, leases and other contracts being the “Related Contracts”);
(d) other than any payroll, employee benefits and trust/fiduciary accounts or any deposit accounts and amounts deposited therein that are subject to a securitization permitted under the Credit Agreement or otherwise subject to a permitted lien under the Credit Agreement, all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
deposit accounts, together with (i) all of amounts on deposit from time to time in such Grantor’s Negotiable Collateral;
deposit accounts and (jii) all of such Grantor’s rights interest, cash, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to in exchange for any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, foregoing (“Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.;
Appears in 4 contracts
Sources: Credit Agreement (Owens-Illinois Group Inc), Credit Agreement (Owens-Illinois Group Inc), Credit Agreement (Owens-Illinois Group Inc)
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each of the Secured Party Creditors, to secure the Secured Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any of the Secured Party;Creditors; and
(m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.
Appears in 3 contracts
Sources: Term Loan Credit Agreement, Revolving Credit Agreement, Term Loan Credit Agreement
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(il) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral;
(jn) all of such Grantor’s rights in respect Pledged Interests (including all of Supporting Obligationssuch Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(ko) all of such Grantor’s Commercial Tort ClaimsSecurities Accounts;
(lp) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.
Appears in 3 contracts
Sources: Guaranty and Security Agreement (Unifi Inc), Guaranty and Security Agreement (Asure Software Inc), Guaranty and Security Agreement (Unifi Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a herein referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property, tangible or intangible, of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 3 contracts
Sources: Security Agreement (Blast Energy Services, Inc.), Security Agreement (Implant Sciences Corp), Security Agreement (Implant Sciences Corp)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, assigns and pledges to each the Secured Party Party, and hereby grants to the Secured Party, to secure the Secured Obligations, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of the following, whether now or hereafter existing or acquired by such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”)):
(a) the Collateral Account;
(b) all Commercial Tort Claims;
(c) all Computer Hardware and Software Collateral;
(d) all Contracts, together with any Contract Rights arising thereunder;
(e) all Deposit Accounts;
(f) all Equipment;
(g) all Fixtures;
(h) all Intellectual Property Collateral;
(i) all Inventory;
(j) all Investment Property;
(k) all Letter of Credit Rights;
(l) all Receivables;
(m) all Securities Accounts;
(n) all Supporting Obligations;
(o) all other Goods, Chattel Paper, Documents, Instruments (including, without limitation, such Grantor’s right, titlePromissory Notes), and interest in General Intangibles (including, without limitation, Payment Intangibles and to the following, whether tax refunds) of such Grantor now owned or hereafter acquired or arising and wherever located:existing;
(ap) all books, records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing in this Section 2.1;
(q) all of such Grantor’s Accounts;other personal property and rights of every kind and description and interests therein; and
(br) all products and Proceeds of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of from any Secured Party;
(m) and all of the proceeds and products, whether tangible or intangible, of any foregoing Collateral (including Proceeds which constitute property of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award types described in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, clauses (a) through (q) and, to the extent not otherwise included, all payments under insurance which such Grantor is entitled to receive (whether or not the Secured Party is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (Collateral. Notwithstanding anything herein to the “Proceeds”). Without limiting contrary, in no event shall the generality Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of such Grantor’s rights or interests in any license, contract or agreement to which such Grantor is a party or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the express terms of such license, contract or agreement or otherwise, result in a breach of the foregoingterms of, or constitute a default under such license, contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9407(a) or 9408(a) of the U.C.C. or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that immediately upon the ineffectiveness, waiver, lapse or termination of any such provision, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntaryCollateral shall include, and includes proceeds of any indemnity or guaranty payable to any such Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertyshall have granted a security interest in, all such rights and interests as if such provision had never been in effect.
Appears in 3 contracts
Sources: Senior Secured Credit Agreement (Surebeam Corp), Senior Secured Credit Agreement (Titan Corp), Senior Secured Credit Agreement (Surebeam Corp)
Grant of Security. Each Grantor The Borrower hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor the Borrower (other than Real Propertythe Excluded Capital Stock) whether now owned or hereafter acquired or arising and wherever located (collectively, as the “Collateral”), including, without limitation, such GrantorBorrower’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such Grantor▇▇▇▇▇▇▇▇’s AccountsPledged Interests (but not including the Excluded Capital Stock);
(b) all of such Grantor▇▇▇▇▇▇▇▇’s BooksAccounts;
(c) all of such Grantor▇▇▇▇▇▇▇▇’s Chattel PaperBooks;
(d) all of such Grantor▇▇▇▇▇▇▇▇’s Deposit AccountsChattel Paper;
(e) all of such Grantor▇▇▇▇▇▇▇▇’s Equipment and fixturesDeposit Accounts;
(f) all of such GrantorBorrower’s General IntangiblesEquipment and fixtures;
(g) all of such Grantor▇▇▇▇▇▇▇▇’s InventoryGeneral Intangibles;
(h) all of such GrantorBorrower’s Investment Related PropertyInventory;
(i) all of such Grantor▇▇▇▇▇▇▇▇’s Negotiable CollateralInvestment Related Property (but not including the Excluded Capital Stock);
(j) all of such GrantorBorrower’s Negotiable Collateral;
(k) all of such ▇▇▇▇▇▇▇▇’s rights in respect of Supporting Obligations;
(kl) all of such GrantorBorrower’s Commercial Tort Claims;
(lm) all of such GrantorBorrower’s money, cash, cash equivalents, or other assets of each such Grantor Borrower that now or hereafter come into the possession, custody, or control of any Secured Party;
(mn) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or Proceeds other tangible or intangible property resulting than Proceeds from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”)Excluded Capital Stock. Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property (other than Excluded Capital Stock) or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor the Borrower or any Secured Party from time to time with respect to any of the Investment Related PropertyProperty (other than Excluded Capital Stock).
Appears in 3 contracts
Sources: Security Agreement (Perfect Moment Ltd.), Security Agreement (Perfect Moment Ltd.), Security Agreement (Perfect Moment Ltd.)
Grant of Security. Each Grantor hereby unconditionally grantsAs security for the prompt and complete payment and performance in full when due (whether at stated maturity, assignsby required prepayment, and pledges declaration, acceleration, demand or otherwise, including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code) of all Obligations at any time owed or owing to each the Secured Party a separate, continuing security interest Parties (each, a “Security Interest” and, or any of them) (collectively, the “Security InterestsSecured Obligations”) ), each Grantor hereby pledges and grants to the Collateral Agent, for its benefit and for the benefit of the Secured Parties, a continuing security interest in and Lien on all assets of such Grantor (other than Real Property) its right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s BooksChattel Paper;
(c) all of such Grantor’s Chattel PaperContracts, including without limitation all Trademark Licenses, Copyright Licenses, Patent Licenses and Trade Secret Licenses;
(d) all of such Grantor’s Deposit AccountsDocuments;
(e) all General Intangibles, including without limitation all Intellectual Property owned by such Grantor and that portion of such Grantor’s Equipment and fixturesthe Pledged Collateral constituting General Intangibles;
(f) all of such Grantor’s General IntangiblesGoods whether tangible or intangible, wherever located, including without limitation all Inventory, Equipment, Fixtures and Money;
(g) all Instruments, including without limitation that portion of such Grantor’s Inventorythe Pledged Collateral constituting Instruments;
(h) all of such Grantor’s Investment Related Propertycash and Deposit Accounts;
(i) all of such Grantor’s Negotiable CollateralInsurance;
(j) all Investment Property, including without limitation that portion of such Grantor’s rights in respect of Supporting Obligationsthe Pledged Collateral constituting Investment Property;
(k) all of such Grantor’s Commercial Tort ClaimsAccounts Receivable;
(l) all of such Grantor’s moneyPledged Stock, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyPledged Partnership Interests and Pledged LLC Interests;
(m) all books and Records;
(n) all Money or other property of the proceeds any kind which is received by such Grantor in connection with refunds with respect to taxes, assessments and productsgovernmental charges imposed on such Grantor or any of its property or income;
(o) all causes of action and all Money and other property of any kind received therefrom, whether tangible or intangible, and all Money and other property of any kind recovered by any Grantor;
(p) all Collateral Support and Supporting Obligations relating to any of the foregoing; and
(q) all Proceeds of each of the foregoing and all accessions to, including proceeds substitutions and replacements for and rents, profits and products of insurance or Commercial Tort Claims covering or relating to in respect of any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition Proceeds of any of the foregoinginsurance, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity warranty or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertyforegoing.
Appears in 3 contracts
Sources: Revolving Credit and Guaranty Agreement (Blue Apron Holdings, Inc.), Revolving Credit and Guaranty Agreement (Blue Apron Holdings, Inc.), Revolving Credit and Guaranty Agreement (Blue Apron Holdings, Inc.)
Grant of Security. Each The Grantor hereby unconditionally grants, assigns, and pledges to each the Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such the Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such the Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such the Grantor’s Accounts;
(b) all of such the Grantor’s Books;
(c) all of such the Grantor’s Chattel Paper;
(d) all of such the Grantor’s Deposit Accounts;
(e) all of such the Grantor’s Equipment and fixtures;
(f) all of such the Grantor’s General Intangibles;
(g) all of such the Grantor’s InventoryIntellectual Property;
(h) all of such the Grantor’s Inventory;
(i) all of the Grantor’s Investment Related Property;
(ij) all of such the Grantor’s Negotiable Collateral;
(jk) all of such the Grantor’s Real Property;
(l) all of the Grantor’s rights in respect of Supporting Obligations;
(km) all of such the Grantor’s Commercial Tort Claims;
(ln) all of such the Grantor’s money, cash, cash equivalents, or other assets of each such the Grantor that now or hereafter come into the possession, custody, or control of any the Secured Party;; and
(mo) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Intellectual Property, Inventory, Investment Related Property, Negotiable Collateral, Real Estate, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any the Grantor or any the Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 3 contracts
Sources: Exchange Agreement (Resonant Inc), Security Agreement (Resonant Inc), Security Agreement (Resonant Inc)
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a “hereinafter referred to as the "Security Interest” and, collectively, the “Security Interests”") in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the "Collateral"):
(a) all of such Grantor’s 's Accounts;
(b) all of such Grantor’s Books's Inventory;
(c) all of such Grantor’s 's Instruments, Chattel Paper (including all tangible and electronic Chattel Paper) and other contracts, in each case to the extent governing, evidencing, substituting for, arising from or constituting proceeds of any Accounts, other Receivables, Inventory, or other assets described in any other clause of this Section 3 and constituting Collateral;
(d) all of such Grantor’s 's Deposit Accounts (other than Escrow/Trust Accounts, Governmental Authority Obligation Accounts and Non-Loan Party Proceeds Accounts), money and Cash Equivalents;
(e) all of such Grantor’s Equipment 's contracts, documents of title, and fixturesother documents that evidence the ownership of, right to receive or possess, or that otherwise relate to, any Accounts, other Receivables, Inventory, or other assets described in any other clause of this Section 3 and constituting Collateral, including contracts, documents of title, and other documents that relate to the acquisition of, or sale or other disposition of, any Inventory, and all contracts, documents of title, or other documents that arise from or constitute proceeds of Accounts, other Receivables, Inventory, or other assets described in any other clause of this Section 3 and constituting Collateral;
(f) all guaranties, contracts of such Grantor’s General Intangiblessuretyship, insurance, letters of credit, letter-of-credit rights, security and other credit enhancements (including repurchase agreements), and supporting obligations, in each case in respect and only in respect of the Accounts, other Receivables, Inventory, or other assets described in any other clause of this Section 3 and constituting Collateral, including (i) rights of stoppage in transit, replevin, repossession, reclamation, and other rights and remedies of an unpaid vendor, and (ii) deposits by and property of Account Debtors or other persons securing the obligations of Account Debtors in respect of Accounts or other Receivables;
(g) all General Intangibles (other than Intellectual Property) to the extent arising from, relating to, or constituting proceeds of such Grantor’s Inventoryany Accounts, other Receivables, Inventory or other assets described in any other clause of this Section 3 and constituting Collateral;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or 's other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured other member of the Lender Group to the extent arising from, relating to, or constituting proceeds of, any Accounts, other Receivables, Inventory or other assets described in any other clause of this Section 3 and constituting Collateral;
(i) all Investment Property (including securities, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts, or commodity accounts but excluding all Margin Stock issued by any Affiliate or Subsidiary of any Loan Party) and all monies, credit balances, deposits, and other property of any Grantor now or hereafter held, or received by, or in transit to, Agent (or its agent or designee) or any other member of the Lender Group, any bank, securities intermediary, depository, or other institution from or for the account of any Grantor, whether for safekeeping, pledge, custody, transmission, collection, or otherwise, in each case, to the extent arising from or constituting proceeds of Accounts, other Receivables, Inventory, or other assets described in any other clause of this Section 3 and constituting Collateral;
(j) all claims under policies of casualty insurance and all proceeds of casualty insurance, in each case, payable by reason of loss or damage to any, Accounts, other Receivables, Inventory or other assets described in any other clause of this Section 3 and constituting Collateral and all proceeds of casualty insurance;
(k) to the extent not otherwise described above, all Receivables;
(l) all Books evidencing, relating to, or referring to any of the foregoing and
(m) all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “"Proceeds”"). Without limiting For the generality avoidance of the foregoingdoubt, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds Collateral shall not include the Equity Interests of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any those Subsidiaries of Worldwide that have been pledged as collateral for the Investment Related PropertyNotes Debt.
Appears in 3 contracts
Sources: Guaranty and Security Agreement (Kronos Worldwide Inc), Guaranty and Security Agreement (Nl Industries Inc), Guaranty and Security Agreement (Kronos Worldwide Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns to Secured Party, and pledges hereby grants to each Secured Party a separate, continuing security interest (eachin, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in and to the following, in each case whether now owned or hereafter acquired existing or arising in which Grantor now has or hereafter acquires an interest and wherever located:the same may be located (the "Collateral"):
(a) all equipment in all of its forms (including, but not limited to, all machinery, all computers, all data processing, computer or office equipment, all furniture and all trucks and other vehicles), all parts thereof and all accessions thereto (any and all such Grantor’s Accountsequipment, parts and accessions being the "Equipment");
(b) all inventory in all of its forms (including, but not limited to, (i) all goods held by such Grantor for sale or lease or to be furnished under contracts of service or so leased or furnished, (ii) all raw materials, work in process, finished goods, samples, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in such Grantor’s Books's business, (iii) all goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind, and (iv) all goods which are returned to or repossessed by such Grantor) and all accessions thereto and products thereof (all such inventory, accessions and products being the "Inventory") and all negotiable and non-negotiable documents of title (including without limitation warehouse receipts, dock receipts and bills of lading) issued by any Person covering any Inventory (any such negotiable document of title being a "Negotiable Document of Title");
(c) all accounts, contract rights, chattel paper, documents, instruments, general intangibles and other rights and obligations of any kind owned by or owing to such Grantor’s Chattel PaperGrantor and all rights in, to and under all security agreements, leases and other contracts securing or otherwise relating to any such accounts, contract rights, chattel paper, documents, instruments, general intangibles or other obligations (any and all such accounts, contract rights, chattel paper, documents, instruments, general intangibles and other obligations being the "Accounts", and any and all such security agreements, leases and other contracts being the "Related Contracts");
(d) all agreements to which such Grantor is a party, including without limitation those listed in Schedule 1(d) annexed hereto, as each such agreement may be amended, restated, supplemented or otherwise modified from time to time (said agreements, as so amended, restated, supplemented or otherwise modified, being referred to herein individually as an "Assigned Agreement" and collectively as the "Assigned Agreements"), including, without limitation, (i) all rights of such Grantor’s Deposit AccountsGrantor to receive moneys due or to become due under or pursuant to the Assigned Agreements, (ii) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) all claims of such Grantor for damages arising out of any breach of or default under the Assigned Agreements, and (iv) all rights of such Grantor to terminate, amend, supplement, modify or exercise rights or options under the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder;
(e) all of such Grantor’s Equipment cash, money, currency and fixturesdeposit accounts, including without limitation demand, time, savings, passbooks or similar accounts maintained with Lenders or other banks, savings and loan associations or other financial institutions;
(f) all of trademarks, trademark applications, trade names, trade secrets, trade dress, service marks, business names, patents, patent applications, licenses, copyrights and copyright applications owned by such Grantor’s General Intangibles, and all goodwill associated with any of the foregoing;
(g) to the extent not included in any other paragraph of this Section 1, all of such Grantor’s Inventoryother general intangibles (including without limitation unpatented formulas, recipes, manufacturing methods and processes, inventions, discoveries, tax refunds, rights to payment or performance, choses in action and judgments taken on any rights or claims included in the Collateral);
(h) all of such Grantor’s Investment Related Propertyplant fixtures, business fixtures and other fixtures and storage and office facilities, and all accessions thereto and products thereof;
(i) all books, records, ledger cards, files, sales records, sales and promotional data, invoices, product specifications, drawings, advertising materials, customer lists, cost and pricing information, supplier lists, business plans, catalogs, quality control manuals, blueprints, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to any of such Grantor’s Negotiable Collateral;the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and
(j) all proceeds, products, rents and profits of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of from any Secured Party;
(m) and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, foregoing Collateral and, to the extent not otherwise included, all payments under insurance (whether or not Secured Party is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”)Collateral. Without limiting the generality For purposes of the foregoingthis Agreement, the term “Proceeds” "proceeds" includes whatever is receivable or received when Investment Related Property Collateral or proceeds are sold, exchanged, collected, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 3 contracts
Sources: Credit Agreement (Aurora Foods Inc /Md/), Credit Agreement (Aurora Foods Inc /De/), Credit Agreement (MBW Foods Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each the Agent, for the benefit of the Secured Party Parties, a separate, continuing first priority security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (collectively, the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of the Agent or any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party the Agent from time to time with respect to any of the Investment Related Property.
Appears in 3 contracts
Sources: Security Agreement (Elephant Talk Communications Corp), Security Agreement (Ants Software Inc), Security Agreement (Ants Software Inc)
Grant of Security. Each The Grantor hereby unconditionally grants, assigns, assigns and pledges to each the Secured Party Party, and hereby grants to the Secured Party, to secure the Secured Obligations, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter existing or acquired or arising and wherever located:by the Grantor (the “Collateral”):
(a) all of such Grantor’s Accountsthe Collateral Account;
(b) all of such Grantor’s BooksCommercial Tort Claims;
(c) all of such Grantor’s Chattel PaperComputer Hardware and Software Collateral;
(d) all of such Grantor’s Deposit AccountsContracts, together with any Contract Rights arising thereunder;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s General IntangiblesEquipment;
(g) all of such Grantor’s InventoryFixtures;
(h) all of such Grantor’s Investment Related PropertyIntellectual Property Collateral;
(i) all of such Grantor’s Negotiable CollateralInventory;
(j) all of such Grantor’s rights in respect of Supporting ObligationsInvestment Property;
(k) all Letter of such Grantor’s Commercial Tort ClaimsCredit Rights;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyReceivables;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or Securities Accounts;
(n) all of the foregoing, and any and Supporting Obligations;
(o) all Accounts, Booksother Goods, Chattel Paper, Deposit AccountsDocuments, EquipmentInstruments (including, without limitation, Promissory Notes), and General IntangiblesIntangibles (including, Inventorywithout limitation, Investment Related PropertyPayment Intangibles and tax refunds) of the Grantor now or hereafter existing;
(p) all books, Negotiable Collateralrecords, Supporting Obligationswritings, moneydata bases, information and other property relating to, used or other tangible useful in connection with, evidencing, embodying, incorporating or intangible property resulting from the salereferring to, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award foregoing in condemnation with respect to any this Section 2.1;
(q) all of the foregoing, Grantor’s other personal property and rights of every kind and description and interests therein; and
(r) all products and Proceeds of and from any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, foregoing Collateral (including Proceeds which constitute property of the types described in clauses (a) through (q) and, to the extent not otherwise included, all payments under insurance which the Grantor is entitled to receive (whether or not the Secured Party is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (Collateral. Notwithstanding anything herein to the “Proceeds”). Without limiting contrary, in no event shall the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntaryCollateral include, and includes proceeds of any indemnity or guaranty payable the Grantor shall not be deemed to any Grantor or any Secured Party from time to time with respect to have granted a security interest in, any of the Investment Related PropertyGrantor’s rights or interests in any license, contract or agreement to which the Grantor is a party or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the express terms of such license, contract or agreement or otherwise, result in a breach of the terms of, or constitute a default under such license, contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9407(a) or 9408(a) of the U.C.C. or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that immediately upon the ineffectiveness, waiver, lapse or termination of any such provision, the Collateral shall include, and the Grantor shall have granted a security interest in, all such rights and interests as if such provision had never been in effect.
Appears in 3 contracts
Sources: Senior Secured Credit Agreement (Surebeam Corp), Senior Secured Credit Agreement (Titan Corp), Senior Secured Credit Agreement (Surebeam Corp)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);
(n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor’s Securities Accounts;
(p) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Equity Interests of any CFC, solely to the extent that (y) such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding voting Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits to Agent, the other members of the Lender Group, and the Bank Product Providers of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); or (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); or (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.
Appears in 3 contracts
Sources: Guaranty and Security Agreement (Connecture Inc), Guaranty and Security Agreement (Connecture Inc), Guaranty and Security Agreement (Ocz Technology Group Inc)
Grant of Security. Each Grantor hereby unconditionally grantsgrants to Collateral Agent, assignsfor the benefit of the Secured Parties, and pledges to each secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Goods, Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(h) all of such Grantor’s Documents;
(i) all of such Grantor’s Inventory;
(hj) all of such Grantor’s Investment Related Property;
(ik) all of such Grantor’s Negotiable Collateral;
(jl) all of such Grantor’s rights in respect of Supporting Obligations;
(km) all of such Grantor’s Commercial Tort Claims;
(ln) all of such Grantor’s money, cash, cash equivalents, Vehicles;
(o) all of such Grantor’s money or Cash Equivalents or other assets of each such Grantor that now or hereafter come comes into existence, whether or not in the possession, custody, or control of Collateral Agent (or its agent or designee) or any other Secured Party;; and
(mp) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Collateral Support, Deposit Accounts, Equipment, Fixtures, General Intangibles, Goods, Intellectual Property, Intellectual Property Licenses, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, Vehicles, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” also includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Collateral Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include Excluded Assets. None of the covenants or representations and warranties herein or in any other Security Documents shall be deemed to apply to any property constituting Excluded Assets.
Appears in 3 contracts
Sources: Security and Pledge Agreement (Horizon Lines, Inc.), Security and Pledge Agreement (Horizon Lines, Inc.), Security and Pledge Agreement (Horizon Lines, Inc.)
Grant of Security. Each Grantor hereby unconditionally grantsgrants to the Collateral Trustees, assignsin each case, in trust pursuant to the Collateral Trust Agreement for the ratable benefit of the Representatives and pledges to each the Secured Party Parties, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitationin, such Grantor’s right, title, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising and wherever located:(collectively, the “Collateral”):
(a) all of such Grantor’s AccountsEquipment;
(b) all of such Grantor’s BooksInventory;
(c) all of such Grantor’s Chattel PaperReceivables and all Related Contracts;
(d) all of such Grantor’s Deposit Accountsthe Security Collateral;
(e) all of such Grantor’s Equipment and fixturesthe Agreement Collateral;
(f) all of such Grantor’s General Intangiblesthe Account Collateral;
(g) all of such Grantor’s Inventorythe Intellectual Property Collateral;
(h) all of such Grantor’s Investment Related PropertyCommercial Tort Claims Collateral;
(i) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor’s Negotiable Grantor pertaining to any of the Collateral;; and
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s moneyproceeds of, cashcollateral for, cash equivalentsincome, or royalties and other assets of each such Grantor that payments now or hereafter come into the possessiondue and payable with respect to, custodyand supporting obligations relating to, or control of any Secured Party;
(m) and all of the proceeds Collateral (including, without limitation, proceeds, collateral and products, whether tangible or intangible, of any supporting obligations that constitute property of the foregoing, including proceeds types described in clauses (a) through (i) of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, this Section 2 and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, this clause (j)) and, to the extent not otherwise included, all (A) payments under insurance (whether or not the Collateral Trustees are the loss payees thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing Collateral, (the “Proceeds”). Without limiting the generality of the foregoingB) tort claims, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are soldincluding, exchangedwithout limitation, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, all commercial tort claims and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property(C) cash.
Appears in 2 contracts
Sources: Security Agreement, Security Agreement (Dynegy Inc /Il/)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Party Parties, and hereby grants to the Administrative Agent for the ratable benefit of each of the Secured Parties, to secure the Secured Obligations, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter existing or acquired or arising and wherever located:by such Grantor (the “Collateral”):
(a) all of such Grantor’s Accountsthe Collateral Account;
(b) all of such Grantor’s BooksComputer Hardware and Software Collateral;
(c) all of such Grantor’s Chattel PaperAll Contracts, together with any Contract Rights arising thereunder;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixturesEquipment;
(f) all of such Grantor’s General IntangiblesIntellectual Property Collateral;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable CollateralReceivables;
(j) all of such Grantor’s rights in respect of Supporting ObligationsSecurities Accounts;
(k) all other Goods, Chattel Paper, Documents, Instruments, and General Intangibles of such Grantor’s Commercial Tort Claims;
(l) all books, records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Partyforegoing in this Section 2.1;
(m) all of the proceeds such Grantor’s other property and rights of every kind and description and interests therein; and
(n) all products, whether tangible or intangibleoffspring, of any of the foregoingrents, including issues, profits, returns, income and proceeds of insurance or Commercial Tort Claims covering or relating to and from any or and all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible foregoing Collateral (including proceeds which constitute property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoingtypes described in clauses (a), the proceeds of any award in condemnation with respect to any of the foregoing(b), any rebates or refunds(c), whether for taxes or otherwise(d), (e), (f), (g), (h) and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, (i) and, to the extent not otherwise included, all payments under insurance which such Grantor is entitled to receive (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”Collateral). Without limiting Notwithstanding anything herein to the generality contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of such Grantor's rights or interests in any license, contract or agreement to which such Grantor is a party or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the express terms of such license, contract or agreement or otherwise, result in a breach of the foregoingterms of, or constitute a default under such license, contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-318(4) of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that immediately upon the ineffectiveness, waiver, lapse or termination of any such provision, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntaryCollateral shall include, and includes proceeds of any indemnity or guaranty payable to any such Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertyshall have granted a security interest in, all such rights and interests as if such provision had never been in effect.
Appears in 2 contracts
Sources: Security Agreement, Security Agreement (Titan Corp)
Grant of Security. Each As security for the payment or performance, as the case may be, in full of the Secured Obligations (as defined below), each Grantor hereby unconditionally grants, assigns, collaterally assigns and pledges to the Collateral Agent (and its successors and permitted assigns), for the benefit of the Secured Parties, and each Grantor hereby grants to the Collateral Agent (and its successors and permitted assigns), for the benefit of the Secured Party Parties, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in and continuing lien on all assets of such Grantor (other than Real Property) Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising and wherever located (collectively, the “Collateral”):
(a) all Accounts;
(b) all cash and Cash Equivalents;
(c) all Chattel Paper;
(d) all Commercial Tort Claims set forth on Schedule IV hereto or with a claimed amount in excess of $5,000,000;
(e) all Deposit Accounts;
(f) all Documents;
(g) all Equipment;
(h) subject to Section 22 hereof, all Fixtures;
(i) all General Intangibles;
(j) all Goods;
(k) all Instruments;
(l) all Inventory;
(m) all Letter-of-Credit Rights;
(n) the following (the “Security Collateral”):
(i) all indebtedness from time to time owed to such Grantor, including, without limitation, the indebtedness set forth opposite such Grantor’s name on and otherwise described on Schedule II (as such Schedule II may be supplemented from time to time by supplements to this Agreement) (all such indebtedness being the “Pledged Debt”), and the instruments and promissory notes, if any, evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt;
(ii) all Equity Interests of any Person from time to time acquired, owned or held directly by such Grantor in any manner, including, without limitation, the Equity Interests owned or held by each Grantor set forth opposite such Grantor’s name on and otherwise described on Schedule II (as such Schedule II may be supplemented from time to time by supplements to this Agreement) (all such Equity Interests being the “Pledged Interests”), and the certificates, if any, representing such shares or units or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other Equity Interests and all warrants, rights or options issued thereon or with respect thereto; provided that, for the avoidance of doubt, such Grantor shall not be required to pledge, and the terms “Pledged Interests” and “Security Collateral” used in this Agreement shall not include, any Equity Interests that constitute Excluded Property; and
(iii) all Investment Property and all Financial Assets, and all dividends, distributions, returns of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange therefor and all warrants, rights or options issued thereon or with respect thereto;
(o) all contracts and agreements between any Grantor and one or more additional parties (including, without limitation, any Swap Contracts, licensing agreements and any partnership agreements, joint venture agreements, limited liability company agreements) and the IP Agreements (as defined below), in each case as such agreements may be amended, restated, amended and restated, supplemented or otherwise modified from time to time (collectively, the “Assigned Agreements”), including, without limitation, all rights of such Grantor’s right, title, and interest in Grantor to receive moneys due and to become due under or pursuant to the following, whether now owned or hereafter acquired or arising and wherever located:
Assigned Agreements (a) all of such Grantor’s AccountsCollateral being the “Agreement Collateral”);
(bp) all of such Grantor’s Books;
the following (ccollectively, excluding clauses (viii) all of such Grantor’s Chattel Paper;
and (dix) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;below, the “Intellectual Property Collateral”):
(i) all of such Grantor’s Negotiable Collateralpatents, patent applications, utility models, statutory invention registrations and all inventions claimed or disclosed therein and all improvements thereto (“Patents”);
(jii) all trademarks, trademark applications, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether registered or unregistered (provided that no security interest shall be granted in United States intent-to-use trademark applications prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act with respect thereto, to the extent that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such Grantor’s rights intent-to-use application under applicable federal law), together, in respect of Supporting Obligationseach case, with the goodwill symbolized thereby (“Trademarks”);
(kiii) all of such Grantor’s Commercial Tort Claimscopyrights, including, without limitation, copyrights in Computer Software (as defined below), internet websites and the content thereof, whether registered or unregistered (“Copyrights”);
(liv) all of such Grantor’s moneycomputer software, cashprograms and databases (including, cash equivalentswithout limitation, or other assets of each such Grantor that now or hereafter come into the possessionsource code, custodyobject code and all related applications and data files), or control firmware and documentation and materials relating thereto, together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any Secured Partyof the foregoing (“Computer Software”);
(mv) all confidential and proprietary information, including, without limitation, know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information, and all other intellectual, industrial and intangible property of the proceeds any type, including, without limitation, industrial designs and products, whether tangible or intangible, of mask works;
(vi) all registrations and applications for registration for any of the foregoing, including proceeds including, without limitation, those registrations and applications for registration at the U.S. Patent and Trademark Office (the “USPTO”) or the U.S. Copyright Office (the “USCO”) set forth in Schedule III hereto (as such Schedule III may be supplemented from time to time by supplements to this Agreement, each such supplement being substantially in the form of insurance Exhibit C hereto (an “IP Security Agreement Supplement”) executed by such Grantor to the Collateral Agent from time to time), together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;
(vii) all rights in the foregoing corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or Commercial Tort Claims covering or relating pertaining thereto;
(viii) all agreements granting to any Grantor, or all pursuant to which any Grantor grants to any other Person rights in any of the foregoing, and foregoing (“IP Agreements”); and
(ix) any and all Accountsclaims for damages or injunctive relief for past, Bookspresent and future infringement, Chattel Paperdilution, Deposit Accountsmisappropriation, Equipmentviolation, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, misuse or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages;
(q) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any rebates of the Collateral;
(r) all other tangible and intangible personal property of whatever nature whether or refundsnot covered by Article 9 of the UCC; and
(s) all proceeds of, whether for taxes collateral for, income, royalties and other payments now or otherwisehereafter due and payable with respect to, and Supporting Obligations relating to, any and all proceeds of any such the Collateral (including, without limitation, proceeds, or any portion thereof or interest therein, collateral and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction Supporting Obligations that constitute property of the above, whether insured or not insuredtypes described in clauses (a) through (r) of this Section 1), and, to the extent not otherwise included, all payments under insurance covering any Collateral (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.Collateral;
Appears in 2 contracts
Sources: First Lien Security Agreement (ZoomInfo Technologies Inc.), Second Lien Security Agreement (ZoomInfo Technologies Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);
(n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor’s Securities Accounts;
(p) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Equity Interests of any CFC, solely to the extent that (y) such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding voting Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent, the other members of the Lender Group, and the Bank Product Providers of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); or (ii) the Equity Interests and Investment Property of any Subsidiary or Portfolio Company of @Ventures, or (iii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (iii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i), (ii) and (iii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); or (iv) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.
Appears in 2 contracts
Sources: Guaranty and Security Agreement, Guaranty and Security Agreement (ModusLink Global Solutions Inc)
Grant of Security. Each The Grantor hereby unconditionally grants, assigns, and pledges to Collateral Agent on behalf of each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such the Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such the Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such the Grantor’s Accounts;
(b) all of such the Grantor’s Books;
(c) all of such the Grantor’s Chattel Paper;
(d) all of such the Grantor’s Deposit Accounts;
(e) all of such the Grantor’s Equipment and fixtures;
(f) all of such the Grantor’s General Intangibles;
(g) all of such the Grantor’s InventoryIntellectual Property;
(h) all of such the Grantor’s Inventory;
(i) all of the Grantor’s Investment Related Property;
(ij) all of such the Grantor’s Negotiable Collateral;
(jk) all of such the Grantor’s Real Property;
(l) all of the Grantor’s rights in respect of Supporting Obligations;
(km) all of such the Grantor’s Commercial Tort Claims;
(ln) all of such the Grantor’s money, cash, cash equivalents, or other assets of each such the Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;; and
(mo) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Intellectual Property, Inventory, Investment Related Property, Negotiable Collateral, Real Estate, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any the Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 2 contracts
Sources: Security Agreement (Resonant Inc), Securities Purchase Agreement (Resonant Inc)
Grant of Security. Each The Grantor hereby unconditionally grantspledges to the Agent, assignsfor its benefit and the ratable benefit of the Holders, and pledges hereby grants to each Secured Party the Agent, for its benefit and the ratable benefit of the Holders, a separate, continuing security interest (eachin, a “Security Interest” and, collectively, all of the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in and to the following, in each case whether now owned or existing or hereafter acquired or arising and however and wherever arising or located (collectively, the "COLLATERAL"):
(a) All of the Grantor's machinery, apparatus, equipment, fittings, furniture, fixtures, motor vehicles and other tangible personal property (other than Inventory) of every kind and description used in Grantor's operations or owned by Grantor, or in which Grantor has an interest, whether now owned or hereafter acquired or arising by Grantor and wherever located:
, and all parts, accessories and special tools and all increases and accessions thereto and substitutions and replacements therefor (a) all of such Grantor’s Accountsthe foregoing being the "EQUIPMENT");
(b) All of Grantor's inventory, whether now owned or hereafter acquired including, but not limited to, all goods and merchandise intended for sale or lease by Grantor, or for display or demonstration; all works in progress; all raw materials and other materials and supplies of every nature and description used or which might be used in connection with the manufacture, printing, packing, shipping, advertising, selling, leasing or furnishing of such goods or otherwise used or consumed in Grantor's business; and all documents evidencing, and General Intangibles (as defined below) relating to, any of the foregoing, whether now owned or hereafter acquired by Grantor (all of such Grantor’s Booksthe foregoing being the "INVENTORY");
(c) All of the Grantor's accounts, contract rights, chattel paper, instruments (including those evidencing indebtedness owed to Grantor by its affiliates), documents, General Intangibles relating to accounts, drafts and acceptances, all other forms of obligations owing to Grantor arising out of or in connection with the sale or lease of Inventory or the rendition of services, all guarantees and other security interest therefor, whether secured on unsecured, whether now owned or hereafter created or acquired by Grantor or in which Grantor now has or hereafter acquired any interest and any proceedings arising therefrom or relating thereto (all of such Grantor’s Chattel Paperthe foregoing being, "ACCOUNTS");
(d) All of Grantor's general intangibles and other personal property of Grantor (including things in action) other than goods, accounts, chattel paper, documents, instruments and money, whether now owned or hereafter created or acquired by Grantor, including, without limitation, all choses in action, causes of action, corporate or other business records, inventions, designs, patents, patent applications, equipment formulations, manufacturing procedures, quality control procedures, trademarks, service marks, trade secrets, goodwill, copyrights, design rights, registrations, licenses, franchises, customer lists, tax refunds, tax refund claims, computer programs, all claims under guaranties, security interests or other security held by or granted to Grantor to secure payment of any of the Accounts by an account debtor, all rights of indemnification, all deposit accounts of Grantor and all other intangible property of every kind and nature (all of such Grantor’s Deposit Accountsthe foregoing being the "GENERAL INTANGIBLES");
(e) all All monies and other property of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that any kind now or at any time or times hereafter come into in the possession, custody, possession or under the control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, Collateral Agent or any portion thereof lender or interest therein, and the proceeds thereof, and all proceeds a bailee of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor Collateral Agent or any Secured Party from time to time with respect to any of the Investment Related Property.lender;
Appears in 2 contracts
Sources: Guarantor Security and Pledge Agreement (National Record Mart Inc /De/), Issuer Security and Pledge Agreement (National Record Mart Inc /De/)
Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns and transfers to the Administrative Agent, and pledges hereby grants to each the Administrative Agent, for the ratable benefit of the Secured Party Parties, a separate, continuing security interest (eachin, a “Security Interest” and, collectively, all of the “Security Interests”) in all assets of such Grantor (other than Real Property) whether following property now owned or at any time hereafter acquired by such Grantor or arising and wherever located in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), includingas collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, without limitation, by acceleration or otherwise) of such Grantor’s rightObligations:
(a) all Securities and all options and warrants to purchase Securities (and all certificates, titleCertificated Securities, Chattel Paper or Instruments evidencing such Securities);
(b) all Pledged Accounts; including any and interest all assets of whatever type or kind deposited in and to the followingany such Pledged Account, whether now owned or hereafter acquired acquired, existing or arising (including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments or interests therein of any type or nature deposited or required by the Credit Agreement or any other Loan Document to be deposited in such Pledged Account, and wherever located:
all investments and all certificates and other instruments (aincluding depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Grantor’s Accounts;
(b) all of such Grantor’s Booksthe foregoing);
(c) all of such Grantor’s Chattel Paper;books and records pertaining to the Collateral; and
(d) to the extent not otherwise included, all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment Proceeds, Supporting Obligations and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control products of any Secured Party;
(m) and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to all Security Entitlements owned by such Grantor in any or and all of the foregoing, and all collateral security and guarantees given by any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest (i) is of more than 66% of the total voting stock of any Excluded Foreign Subsidiary, (ii) is of a general partner interest held by a Grantor in a Colony Fund, (iii) is prohibited by any Requirements of Law of a Governmental Authority, requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (iv) in the case of any Collateral constituting a Security of any Pledged Affiliate, is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any rebates contract, license, agreement, instrument or refunds, whether for taxes other document evidencing or otherwise, and all proceeds giving rise to such property or any material agreement of any such proceeds, Pledged Affiliate (or any portion thereof Investment Asset Issuer or Affiliated Investor in which such Pledged Affiliate owns a direct or indirect equity interest) prohibiting a grant of such security interest thereinin such Security, and the proceeds thereofincluding, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise includedwithout limitation, any indemnity, warranty, applicable shareholder or guaranty payable by reason of loss or damage to, or otherwise with respect to similar agreement (other than any of the foregoing issued by a Grantor) or any agreements relating to Indebtedness permitted pursuant to the Credit Agreement that are either applicable to such Pledged Affiliate, any Investment Asset held directly or indirectly by such Pledged Affiliate or to any Investment Asset Issuer or any Affiliated Investor in which such Pledged Affiliate owns a direct or indirect equity interest, in each case with respect to clauses (iii) and (iv) of this paragraph, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requirement of such consent is ineffective under applicable law (the property excluded from Collateral pursuant to this paragraph, the “ProceedsExcluded Collateral”). Without limiting Notwithstanding anything to the generality of the foregoingcontrary set forth in this Agreement, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are soldrepresentations, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, warranties and includes proceeds of any indemnity or guaranty payable covenants set forth herein applicable to any Grantor or any Secured Party from time Collateral shall not apply to time with respect to any of the Investment Related PropertyExcluded Collateral.
Appears in 2 contracts
Sources: Credit Agreement (Colony NorthStar, Inc.), Credit Agreement (Colony Capital, Inc.)
Grant of Security. Each The Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party the Collateral Agent a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all personal property assets of such the Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such the Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such the Grantor’s Accounts;
(b) all of such the Grantor’s Books;
(c) all of such the Grantor’s Chattel Paper;
(d) all of such the Grantor’s Deposit Accounts;
(e) all of such the Grantor’s Equipment and fixtures;
(f) all of such the Grantor’s General Intangibles;
(g) all of such the Grantor’s InventoryIntellectual Property;
(h) all of such the Grantor’s Inventory;
(i) all of the Grantor’s Investment Related Property;
(ij) all of such the Grantor’s Negotiable Collateral;
(jk) all of such the Grantor’s rights in respect of Supporting Obligations;
(kl) all of such the Grantor’s Commercial Tort Claims;
(lm) all of such the Grantor’s money, cash, cash equivalents, or other assets of each such the Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) ; and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Intellectual Property, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any the Grantor or any Secured Party from time to time with respect to any of the Investment Related Property. Notwithstanding the foregoing, the Collateral shall not include (i) the Stock of any first-tier Foreign Subsidiary in excess of 65% of the aggregate outstanding voting Stock of such first-tier Foreign Subsidiary or (ii) any Stock of any Foreign Subsidiary that is not a first-tier Foreign Subsidiary.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Atomera Inc), Security Agreement (Atomera Inc)
Grant of Security. Each As security for the performance of Grantor’s and BioDelivery’s obligations pursuant to the terms of the Development Agreement, Grantor does hereby unconditionally grantsassign, assignstransfer, pledge, and pledges hypothecate unto Secured Party, and does hereby grant to each Secured Party Party, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) of first priority in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, title and interest in and to all of the following, whether now owned or hereafter existing or acquired or arising by the Grantor, in each case as they relate exclusively to and wherever located:are used exclusively in connection with the Product (the “Collateral”):
(a) all Goods, including (i) all equipment in all of its forms of the Grantor, wherever located, including all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor (any and all of the foregoing being the “Equipment”); and (ii) all inventory of Product, active pharmaceutical ingredient, and all other components and raw materials used in the manufacture or supply of Product, in all of its forms of the Grantor, wherever located, and all accessions thereto, products thereof and documents therefor (any and all such inventory, materials, goods, accessions, products and documents being the “Inventory”); provided, however, that any Equipment or Inventory purchased by the Grantor by installment sale or leased by the Grantor’s Accounts, which is subject to a specific purchase money lien, shall be permitted and such purchase money lien shall be a permitted lien senior to the liens created by this Agreement and the lien created by this Agreement shall be junior to such purchase money lien;
(b) all of such Accounts, contracts, contract rights, chattel paper (whether tangible or electronic), documents, instruments and general intangibles relating to the Product or the sale thereof (including payment intangibles and software), rental agreements, or any part thereof including, but not limited to the Grantor’s Booksright to receive, either directly or indirectly, from any Person, any rents or other payments due and payable under such agreements of the Grantor, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights of the Grantor now or hereafter existing in and to all security agreements, guaranties, leases and other contracts securing or otherwise relating to any such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles being the “Receivables”, and any and all such security agreements, guaranties, leases and other contracts being the “Related Contracts”);
(c) all Intellectual Property Collateral of such Grantor’s Chattel Paperthe Grantor and all investment property;
(d) all books and records relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of such Grantor’s Deposit Accountsthe foregoing in this Section 2.2, including without limitation, any and all data, reports, studies, analysis or similar items related to the development and commercialization of the Product;
(e) all of such Grantor’s Equipment and fixturesDocuments relating to the Product;
(f) all instruments (including promissory notes), rights to the payment of such Grantor’s General Intangiblesmoney, insurance refund claims and all other insurance claims, commercial tort claims, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) and supporting obligations relating to the Product;
(g) all of such the Grantor’s Inventoryother personal property and rights of every kind and description and interests therein related to the Product;
(h) All Investigational New Drug Applications and New Drug Applications related to the Product filed with the FDA pursuant to the Federal Drug and Cosmetic Act (21 U.S.C. Section 321, et seq.), and the rules and regulations contemplated thereunder, and any and all governmental approvals necessary or useful for the development, use and sale of such Grantor’s Investment Related Property;the Product; and
(i) all products, rents, issues, profits, returns, income and proceeds of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of and from any Secured Party;
(m) and all of the foregoing Collateral (including proceeds and products, whether tangible or intangible, of any which constitute property of the foregoingtypes described in clauses (a), including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing(b), (c), (d), (e), (f), (g) and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the (h) above, whether insured or not insured), and, to the extent not otherwise included, all payments under insurance (whether or not Secured Party is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”Collateral). Without limiting Notwithstanding anything herein to the generality contrary, the Collateral shall exclude (i) the Grantor’s rights under contracts and agreements which by their terms prohibit the granting of a security interest therein or assignment thereof (except to the extent such prohibitions are ineffective under Sections 9-406, 9-407, 9-408 and 9-409 of the foregoing, U.C.C. or other applicable law)and (ii) all of Grantor’s assets not exclusively related to or used exclusively in connection with the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related PropertyProduct.
Appears in 2 contracts
Sources: Security Agreement, Security Agreement (Biodelivery Sciences International Inc)
Grant of Security. Each Grantor hereby unconditionally grantsgrants to the Collateral ----------------- Agent for the ratable benefit of the Secured Parties, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising and wherever located:(collectively, the "Collateral"):
(a) all equipment in all of its forms, all fixtures and all parts thereof and all accessions thereto (any and all such Grantor’s Accountsequipment, fixtures, parts and accessions being the "Equipment");
(b) all inventory in all of its forms and all accessions thereto and products thereof and documents therefor (any and all such Grantor’s Booksinventory, accessions, products and documents being the "Inventory");
(c) all accounts, chattel paper, instruments, general intangibles (other than general intangibles consisting of Security Collateral, Intellectual Property Collateral or Agreement Collateral which are included as "Collateral" in the applicable provisions of this Section 1) and other obligations of any kind, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services and whether or not earned by performance, and all rights now or hereafter existing in and to all security agreements, leases and other contracts securing or otherwise relating to any such Grantor’s Chattel Paper;
accounts, chattel paper, instruments, general intangibles or obligations (any and all such accounts, chattel paper, instruments, general intangibles and obligations, to the extent not referred to in clause (d) all of such Grantor’s Deposit Accounts;
), (e) all of such Grantor’s Equipment and fixtures;
or (f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s moneybelow, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into being the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing"Receivables", and any and all Accountssuch security agreements, Booksleases and other contracts being the "Related Contracts"). "Receivables" shall include, Chattel Paperbut not be limited to, Deposit Accountsany accounts, Equipmentcontract rights, General Intangiblesnotes, Inventorydrafts and other obligations or rights to payment of every kind or description now or any time hereafter arising, Investment Related Propertydirectly or indirectly, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any out of the foregoingprovision of Dialysis Services and/or the provision of Ancillary Services specifically including, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage but not limited to, all accounts receivable and rights to payment through federal, state or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.local governmental
Appears in 2 contracts
Sources: Security Agreement (Davita Inc), Security Agreement (Davita Inc)
Grant of Security. Each As security for payment and performance of the Secured Obligations, such Grantor hereby unconditionally grantsconveys, mortgages, pledges, assigns, transfers, sets over, grants and pledges delivers to each Secured Party the Agent on behalf of the Lenders a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) Grantor's right, title and interest in and to the following property, wherever located, whether now owned or existing or hereafter acquired or arising (hereinafter referred to as the "Collateral"):
(a) all machinery, apparatus, equipment, fittings, fixtures and wherever located other tangible personal property (collectivelyother than Inventory, as hereinafter defined) of every kind and description, and all parts, accessories and special tools and all increases and accessions thereto (hereinafter referred to collectively as the “Collateral”"Equipment");
(b) all inventory of every kind and description, including, but not limited to, (i) all finished goods and all raw materials, work in process, and materials used or consumed in the manufacture or production of finished goods, (ii) all goods in which such Grantor has an interest in mass or a joint or other interest of any kind, and (iii) all goods which are returned to or repossessed by such Grantor, and all accessions and products of all of the foregoing (hereinafter referred to collectively as the "Inventory");
(c) all rights to the payment of money or other forms of consideration (including such rights under contracts whether or not at the time earned by performance), including, without limitation, such Grantor’s rightaccounts, titlecontract rights, chattel paper, instruments, documents, letters of credit,, tax refunds, general intangibles, insurance proceeds and interest other obligations of every kind and description arising out of or in connection with the sale or lease of goods or the rendering of services or otherwise (hereinafter "Receivables") and all rights in and to the following, whether now owned all security agreements. leases and other contracts securing or hereafter acquired or arising and wherever located:
otherwise relating to any such Receivables (a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;hereinafter "Related Contracts"); and
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment products and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control proceeds of any Secured Party;
(m) and all of the proceeds foregoing and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, all payments under insurance (whether or not the Agent on behalf of the Lenders is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing foregoing. Notwithstanding anything herein to the contrary, the Collateral shall not include (i) any agreement with a third party existing on the “Proceeds”). Without limiting date hereof that prohibits the generality grant of a Lien on (but not merely the assignment of or of any interest in) such agreement or any of such Grantor's rights thereunder without the consent of such party or under which a consent to such grant is otherwise required, which consent has not been obtained, except to the extent rights under any such agreement are covered by Section 9-318 of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntaryUCC, and includes proceeds (ii) any license permit or other Governmental Approval that, under the terms and conditions of any indemnity such Governmental Approval or guaranty payable under Applicable Law, cannot be subjected to any Grantor or any Secured Party from time to time with respect to any a Lien in favor of the Investment Related PropertyAgent without the consent of the relevant party which consent has not been obtained; PROVIDED, HOWEVER, that the Collateral shall include all items excluded pursuant to clauses (i) or (ii) from and after the date on which the requisite consent is obtained.
Appears in 2 contracts
Sources: Security Agreement (Burke Industries Inc /Ca/), Security Agreement (Burke Industries Inc /Ca/)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(il) all of such Grantor’s Intellectual Property and, to the extent assignable, Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral;
(jn) all of such Grantor’s rights in respect Pledged Interests (including all of Supporting Obligationssuch Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(ko) all of such Grantor’s Commercial Tort ClaimsSecurities Accounts;
(lp) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.
Appears in 2 contracts
Sources: Guaranty and Security Agreement (Q2 Holdings, Inc.), Guaranty and Security Agreement (Q2 Holdings, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to each Collateral Agent, for the benefit of the Secured Party Parties, to secure the Secured Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(il) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral;
(jn) all of such Grantor’s rights in respect Pledged Interests (including all of Supporting Obligationssuch Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(ko) all of such Grantor’s Commercial Tort ClaimsSecurities Accounts;
(lp) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of the Collateral Agent (or its agent or designee) or any other Secured Party; and
(r) all of such Grantor’s rights in, to or under, or relating to, any FCC License;
(ms) all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Farm Products, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, FCC Licenses, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Collateral Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include the following (collectively, the “Excluded Property”):
(a) any rights or interest in any lease, contract, license or license agreement covering personal property or real property of the Issuer or any Grantor (other than FCC Licenses, which are covered by clause (b) below), so long as under the terms of such lease, contract, license or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein to the Collateral Agent is prohibited (or would render such lease, contract, license or license agreement cancelled, invalid or unenforceable) and such prohibition has not been or is not waived or the consent of the other party to such lease, contract, license or license agreement has not been or is not otherwise obtained; provided that this exclusion shall in no way be construed to apply if any such prohibition is unenforceable under the Code or other applicable law or so as to limit, impair or otherwise affect the Collateral Agent’s unconditional continuing security interests in and liens upon any rights or interests of the Issuer or Grantors in or to any proceeds from or monies due or to become due to the Issuer or any Grantor under any such lease, contract, license or license agreement (including any receivables);
(b) any FCC Licenses to the extent (but only to the extent) that at such time the Collateral Agent may not validly possess a security interest directly in the FCC Licenses pursuant to the Communications Act of 1934, as amended, and the rules and regulations promulgated thereunder, as in effect at such time; provided that this exclusion shall in no way be construed to apply if any such prohibition is unenforceable under other applicable law or so as to limit, impair or otherwise affect the Collateral Agent’s unconditional continuing security interests in and liens upon the economic value of the FCC Licenses, all rights incident or appurtenant to the FCC Licenses and the right to receive all monies, consideration, receivables and proceeds derived from or in connection with the sale, assignment or transfer of the FCC Licenses;
(c) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law; provided, that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral;
(d) assets owned by the Issuer or any Grantor on the Issue Date or thereafter acquired and any proceeds thereof that are subject to a Lien securing a purchase money obligation or Capital Lease Obligation permitted to be incurred pursuant to the provisions of the Indenture to the extent and for so long as the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money obligation or Capital Lease Obligation) validly prohibits the creation of any other Lien on such assets and proceeds; provided that this exclusion shall in no way be construed to apply if any such prohibition is unenforceable under the Code or other applicable law;
(e) any property of a person existing at the time such person is acquired or merged with or into or consolidated with the Issuer or any Grantor that is subject to a Permitted Lien not created in anticipation or contemplation of such acquisition to the extent and for so long as the contract or other agreement in which such Lien is granted validly prohibits the creation of any other Lien on such property; provided that this exclusion shall in no way be construed to apply if any such prohibition is unenforceable under the Code or other applicable law or so as to limit, impair or otherwise affect the Collateral Agent’s unconditional continuing security interests in and liens upon any rights or interests of the Issuer or Grantors in or to any proceeds from or monies due or to become due to the Issuer or any Grantor under any such property (including any receivables arising from the use of such property, but excluding any proceeds from any disposition of such property to the extent such Permitted Lien extends thereto and to the extent and for so long as the contract or other agreement in which such Lien is granted validly prohibits the creation of any other Lien on such proceeds);
(f) any shares entitled to vote (within the meaning of Treasury Regulation Section 1.956-2) of any direct or indirect Subsidiary of the Issuer that is a “controlled foreign corporation” in excess of sixty-six (66%) percent of all of the issued and outstanding Capital Interests in such Subsidiary;
(g) any (i) individual parcel of leased real property or (ii) individual parcel of owned real property of the Issuer or any Grantor having a fair market value, as determined by the Issuer in good faith, of less than $2,000,000; and
(h) any Capital Interests (other than any Capital Interests of a wholly owned Subsidiary of the Issuer or any Grantor) to the extent such grant of a security interest is prohibited by a joint venture, shareholder or similar agreement entered into in connection with the acquisition of such Capital Interests so long as such agreement is entered into for valid business reasons.
Appears in 2 contracts
Sources: Security Agreement (Salem Media Group, Inc. /De/), Security Agreement (Salem Media Group, Inc. /De/)
Grant of Security. Each (a) As security for the payment or performance, as applicable, in full of the Secured Obligations, each Grantor hereby unconditionally grantsbargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and pledges transfers to each the Administrative Agent (and its successors and assigns), for the ratable benefit of the Secured Party Parties, and hereby grants to the Administrative Agent (and its successors and assigns), for the ratable benefit of the Secured Parties, a separate, continuing security interest (each, a the “Security Interest” and, collectively, the “Security Interests”) in in, all assets personal property and fixtures of such Grantor (other than Real Property) Grantor, including all of such Grantor’s right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, all of which being hereinafter collectively referred to as the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;):
(i) all Accounts,
(ii) all Cash Collateral Accounts, Securities Accounts and all Deposit Accounts, (iii) all Chattel Paper,
(iv) all Commercial Tort Claims listed on Schedule 3.7,
(v) all Documents,
(vi) all Equipment,
(vii) all General Intangibles, (viii) all Goods,
(ix) all Instruments, (x) all Insurance,
(xi) all Intellectual Property,
(xii) all Inventory,
(xiii) all Investment-Related Property, including all Pledged Collateral and all Blocked Accounts,
(xiv) all Letter-of-Credit Rights,
(xv) all Proceeds of Authorizations and, subject to the provisions of Section 1.3(c), all Authorizations and the goodwill associated with all Authorizations,
(xvi) all Receivables and Receivables Records,
(xvii) all other goods and other personal property of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, including all “money” as defined in Article 9 of the UCC,
(xviii) to the extent not otherwise included in clauses (i) through (xvii) of this Section, all Collateral Records, Collateral Support and Supporting Obligations in respect of any of the foregoing,
(xix) to the extent not otherwise included in clauses (i) through (xviii) of this Section, all other property in which a security interest may be granted under the UCC or which may be delivered to and held by the Administrative Agent pursuant to the terms hereof (including proceeds of insurance or Commercial Tort Claims covering or relating the account referred to any or all of the foregoing, and any in Section 3.4(c)(ii) and all Accountsfunds and other property from time to time therein or credited thereto), Booksand
(xx) to the extent not otherwise included in clauses (i) through (xix) of this Section, Chattel Paperall Proceeds, Deposit Accountsproducts, Equipmentsubstitutions, General Intangiblesaccessions, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, rents and profits of or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition in respect of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 2 contracts
Sources: Security Agreement (Virtus Investment Partners, Inc.), Security Agreement (Virtus Investment Partners, Inc.)
Grant of Security. Each Grantor hereby unconditionally grantspledges and collaterally assigns and transfers to the Collateral Agent, assignsfor the ratable benefit of the Secured Parties, and pledges hereby grants to each the Collateral Agent, for the ratable benefit of the Secured Party Parties, a separate, continuing security interest (eachin and continuing lien on, a “Security Interest” andall of such Grantor’s right, collectivelytitle and interest in, to and under all personal property of such Grantor, including, but not limited to, the “Security Interests”) following, in all assets of such Grantor (other than Real Property) whether each case, wherever located and now owned or at any time hereafter acquired by such Grantor or arising and wherever located in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:):
(ai) all of such Grantor’s Accounts;
(bii) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(diii) all of Collateral Accounts;
(iv) all Commercial Tort Claims described on Schedule 8 (as such Grantor’s schedule may be amended or supplemented by the Borrower from time to time);
(v) all Deposit Accounts;
(evi) all of such Grantor’s Equipment and fixturesDocuments;
(fvii) all of such Grantor’s Equipment (other than Vehicles);
(viii) all General Intangibles;
(gix) all of such Grantor’s Instruments;
(x) all Insurance;
(xi) all Intellectual Property;
(xii) all Inventory;
(hxiii) all of such Grantor’s Investment Related Property, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all Capital Stock or other shares, interests or certificates in respect thereof;
(ixiv) all Letter of such Grantor’s Negotiable CollateralCredit Rights;
(jxv) all of such Grantor’s rights in respect of Supporting ObligationsMoney;
(kxvi) all of such Grantor’s Commercial Tort ClaimsReceivables and Receivables Records;
(lxvii) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartySecurities Accounts;
(mxviii) all Goods and other personal property not otherwise described above;
(xix) all books, records, ledger cards, files, correspondence, customer lists, supplier lists, blueprints, technical specifications, manuals, computer software and related documentation, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and
(xx) to the extent not otherwise included, all other property of such Grantor and all Proceeds, products, accessions, rents and profits of any and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any foregoing and all AccountsCollateral Records, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Collateral Support and Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of Obligations and guarantees given by any of the foregoing, the proceeds of any award in condemnation Person with respect to any of the foregoing, ; provided that the Collateral shall not include any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related PropertyExcluded Assets.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (B&G Foods, Inc.), Guarantee and Collateral Agreement (B&G Foods, Inc.)
Grant of Security. Each The Grantor hereby unconditionally grants(x) confirms the assignments, assignspledges and grants that it previously made to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties pursuant to the Existing Security Agreement and (y) not in limitation of such assignments, pledges and grants but as a supplement thereto, assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Party Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter existing or acquired or arising and wherever located:by the Grantor (the "Collateral"):
(a) all equipment in all of such its forms of the Grantor’s Accounts, wherever located, including all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related thereto (any and all of the foregoing being the "Equipment");
(b) all inventory in all of its forms of the Grantor, wherever located, including
(i) all raw materials and work in process therefor, finished goods thereof, and materials used or consumed in the manufacture or production thereof,
(ii) all goods in which the Grantor has an interest in mass or a joint or other interest or right of any kind (including goods in which the Grantor has an interest or right as consignee), and
(iii) all goods which are returned to or repossessed by the Grantor, and all accessions thereto, products thereof and documents therefor (any and all such Grantor’s Booksinventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (including tax refunds) of the Grantor, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights of the Grantor now or hereafter existing in and to all security agreements, guaranties, leases and other contracts securing or otherwise relating to any such Grantor’s Chattel Paperaccounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles being the "Receivables" (provided, however, that Receivables shall not include Prescription Receivables sold to Pharmacy Fund pursuant to the Rapid Remit Program), and any and all such security agreements, guaranties, leases and other contracts being the "Related Contracts") (provided, however, that Related Contracts shall not include the Rapid Remit Program Documents);
(d) all Intellectual Property Collateral of such the Grantor’s Deposit Accounts;
(e) all books, records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of such Grantor’s Equipment and fixturesthe foregoing in this Section 2.1;
(f) all of such the Grantor’s General Intangibles;'s other property and rights of every kind and description and interests therein; and
(g) all products, offspring, rents, issues, profits, returns, income and proceeds of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of and from any Secured Party;
(m) and all of the foregoing Collateral (including proceeds and products, whether tangible or intangible, of any which constitute property of the foregoingtypes described in clauses (a), including (b), (c), (d), (e) and (f), proceeds of insurance or Commercial Tort Claims covering or relating deposited from time to time in the Collateral Account and in any or all lock boxes of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insuredGrantor, and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”Collateral). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 2 contracts
Sources: Borrower Security Agreement (Dri I Inc), Borrower Security Agreement (Dri I Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Propertyreal property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”)located, including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (collectively, the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “"Proceeds” " includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 2 contracts
Sources: Security Agreement (Workstream Inc), Security Agreement (Generex Biotechnology Corp)
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);
(n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor’s Securities Accounts;
(p) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Farm Products, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” (and any component definition thereof) shall not include any Excluded Asset.
Appears in 2 contracts
Sources: Guaranty and Security Agreement, Guaranty and Security Agreement (Concrete Pumping Holdings, Inc.)
Grant of Security. Each Grantor of the Grantors hereby unconditionally grants, assigns, assigns and pledges to each the Administrative Agent, for the benefit of the Administrative Agent and the ratable benefit of the Secured Party Parties, and hereby grants to the Administrative Agent, for the benefit of the Administrative Agent and the ratable benefit of the Secured Parties, a separate, continuing security interest (each, a “Security Interest” and, collectively, in the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located following (collectively, the “"Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:"):
(a) all of such Grantor’s Accounts's machinery and equipment in all of its forms, whether now owned or hereafter arising or acquired, wherever located, now or hereafter existing, all fixtures and all parts thereof and all accessions thereto (any and all such equipment, fixtures, parts and accessions, the "Equipment");
(b) all of such Grantor’s Books's inventory in all of its forms, whether now owned or hereafter arising or acquired, wherever located, now or hereafter existing (including, without limitation, (i) raw materials and work in process, (ii) finished goods, (iii) materials used or consumed in the manufacture or production thereof, (iv) goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind (including, without limitation, goods in which such Grantor has an interest or right as consignee) and (v) goods that are returned to or repossessed by such Grantor), and all accessions thereto, products thereof and documents therefor (any and all such inventory, accessions, products and documents, the "Inventory");
(c) all of such Grantor’s Chattel Paper's accounts, contract rights, chattel paper, instruments, deposit accounts and other claims of any kind, whether now owned or hereafter arising or acquired, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights now or hereafter existing in and to all security agreements, leases and other contracts securing or otherwise relating to any such accounts, contract rights, chattel paper, instruments, deposit accounts or claims, except that the Grantor shall not grant, for so long as such grant would be prohibited by the terms of any such agreements, leases or other contracts or by applicable law, a security interest in any such agreements, leases or other contracts with respect to which the grant of any security interest or collateral assignment contemplated hereby is prohibited by its terms or by applicable law (any and all such accounts, contract rights, chattel paper, instruments, deposit accounts and claims, to the extent not referred to in clause (d), (e) or (f) below, being the "Receivables", and any and all such leases, security agreements and other contracts being the "Related Contracts");
(d) all of such Grantor’s Deposit Accounts's right, title and interest, whether now existing or hereafter arising or acquired, in and to the following (the "Security Collateral"), without duplication:
(i) the Pledged Shares and the certificates representing the Pledged Shares, including without limitation, the shares of capital stock of all of such Grantor's Subsidiaries, and the certificates representing the Pledged Shares; provided, however, that only 65% of the shares of capital stock of such Grantor's Foreign Subsidiaries shall be pledged, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Shares;
(ii) the Pledged Debt and the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt;
(iii) all additional shares of stock of any issuer of the Pledged Shares from time to time acquired by such Grantor in any manner, provided, however, that only 65% of the shares of capital stock of such Grantor's Foreign Subsidiaries shall be pledged pursuant to this Agreement, and the certificates representing such additional shares, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares;
(iv) all additional indebtedness for borrowed money from time to time owed to such Grantor by any obligor of the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness;
(v) all additional "investment property" (as defined in the UCC) now owned or hereafter arising or acquired by such Grantor including, without limitation, (A) all securities, whether certificated or uncertificated, including, without limitation, stocks, bonds, interests in limited liability companies, partnership interests, treasuries, certificates of deposit, and mutual fund shares; (B) all security entitlements of such Grantor including, without limitation, the rights of such Grantor to any securities account and the financial assets held by a securities intermediary in such securities account and any free credit balance or other money owing by any securities intermediary with respect to that account; (C) all securities accounts held by such Grantor; (D) all commodity contracts held by such Grantor; and (E) all commodity accounts held by such Grantor.
(e) each of the agreements to which such Grantor is now or may hereafter become a party, and each Hedge Agreement to which such Grantor is now or may hereafter become a party, in each case as such agreements may be amended, restated or otherwise modified from time to time, unless and for so long as the Grantor is not permitted to grant a security interest therein or collateral assignment thereof (collectively, the "Assigned Agreements"), including, without limitation, (i) all rights of such Grantor’s Equipment Grantor to receive moneys due and fixturesto become due under or pursuant to the Assigned Agreements, (ii) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of such Grantor for damages arising out of or for breach of or default under the Assigned Agreements, and (iv) the right of such Grantor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder (all such Collateral being the "Agreement Collateral");
(f) all of such Grantor’s General Intangibles's right, title and interest, whether now existing or hereafter arising or acquired, in and to the following (collectively, the "Account Collateral"):
(i) the L/C Cash Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the L/C Cash Collateral Account;
(ii) all deposit accounts of such Grantor, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing such deposit accounts;
(iii) all Collateral Investments (as hereinafter defined) from time to time and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Investments;
(iv) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrative Agent for or on behalf of such Grantor in substitution for or in addition to any or all of the then existing Account Collateral; and
(v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Account Collateral;
(g) all of such Grantor’s Inventory's corporate and business records, customer lists, credit files, computer program printouts and other computer materials and records;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, without limitation of any of the foregoing, including proceeds all of insurance such Grantor's general intangibles, including, without limitation,
(i) all choses in action, claims and causes of action or Commercial Tort Claims covering rights of recovery or relating set-off of every kind and character, and the goodwill of the business of such Grantor as a going concern;
(A) all rights of such Grantor to receive moneys due and to become due under or pursuant to any or general intangibles, (B) all rights of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the such Grantor to receive proceeds of any award in condemnation insurance, indemnity, warranty or guaranty with respect to any general intangibles, (C) claims of such Grantor for damages arising out of or for breach of or default under any general intangibles, and (D) the right of such Grantor to terminate any general intangibles, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder;
(iii) all of such Grantor's right, title and interest, whether now owned or hereafter arising or acquired, in and to the following (individually a "Copyright" and collectively, "Copyrights"): (A) all copyrights and general intangibles of like nature (whether registered or unregistered), now owned or existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, including all registrations, recordings and applications in the United States Copyright Office or in any similar office or agency of the foregoingUnited States, any rebates state or refundsterritory thereof, or any other country or any political subdivision thereof, and (B) all reissues, extensions or renewals thereof;
(iv) all rights of such Grantor now owned or hereafter arising or acquired under any and all agreements granting any right to use any Copyright;
(v) all of such Grantor's right, title and interest, whether for taxes now existing or otherwisehereafter arising or acquired, in and to the following (individually a "Patent" and collectively, "Patents"): (A) all letters patent of the United States or any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or any other country, including registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State or Territory thereof, or any other country, and (B) all reissues, continuations, continuations-in-part or extensions thereof;
(vi) all rights of such Grantor now owned or hereafter arising or acquired under any and all agreements granting any right with respect to any invention on which a Patent is in existence;
(vii) all of such Grantor's right, title and interest, whether now existing or hereafter arising or acquired, in and to the following (individually a "Trademark" and collectively, "Trademarks"): (A) all trademarks, trade names, corporate names, business names, trade styles, service marks, logos, other source or business identifiers, prints and labels on which any of the foregoing have appeared or appear, designs and general intangibles of like nature (whether registered or unregistered), now owned or existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, including registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state or territory thereof, or any other country or any political subdivision thereof; and (B) all reissues, extensions or renewals thereof; and
(viii) all rights of such Grantor now owned or hereafter arising or acquired under all agreements granting any right to use any Trademark or Trademark registration.
(i) all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the aboveforegoing Collateral (including, whether insured or not insuredwithout limitation, proceeds that constitute property of the types described in clauses (a) - (h) of this Section 1) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing Collateral and (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertyii) cash.
Appears in 2 contracts
Sources: Security Agreement (Audio Book Club Inc), Security Agreement (Mediabay Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party Agent, for the benefit of the Purchasers, a separate, continuing security interest (each, a herein referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, such including Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s InventoryGoods;
(h) all of such Grantor’s Inventory;
(i) all of Grantor’s Investment Related Property;
(ij) all of such Grantor’s Negotiable Collateral;
(jk) all of such Grantor’s rights in respect of Supporting Obligations;
(kl) all of such Grantor’s Commercial Tort Claims;
(lm) all of such Grantor’s money, cash, cash equivalents, money or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent or any Secured PartyPurchaser;
(mn) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.
Appears in 2 contracts
Sources: Securities Purchase Agreement (RXi Pharmaceuticals Corp), Security Agreement (Ap Pharma Inc /De/)
Grant of Security. (a) Each Grantor hereby unconditionally grantsgrants to the Collateral Agent, assignsfor the benefit of the Secured Parties, and pledges to each secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) Grantor’s right, title, and interest in and to all of the following tangible and intangible property whatsoever of such Grantor, in each case, whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:):
(ai) all of such Grantor’s Accounts;
(bii) all of such Grantor’s BooksBooks and Records;
(ciii) all of such Grantor’s Chattel Paper (including Electronic Chattel Paper);
(div) all of such Grantor’s Deposit Accounts, Securities Accounts and Commodities Accounts;
(ev) all of such Grantor’s Goods, Equipment and fixturesFixtures;
(fvi) all of such Grantor’s General Intangibles;
(gvii) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(viii) all of such Grantor’s Documents;
(ix) all of such Grantor’s Inventory;
(hx) all of such Grantor▇▇▇▇▇▇▇’s Investment Related Property;
(ixi) all of such Grantor’s Negotiable Collateral;
(jxii) all of such Grantor’s rights in respect of Supporting Obligations;
(kxiii) all of such Grantor’s Commercial Tort Claims;
(lxiv) all of such ▇▇▇▇▇▇▇’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(xv) all of such Grantor’s money, cash, money or cash equivalents, equivalents or other assets of each such Grantor that now or hereafter come into existence, whether or not in the possession, custody, or control of the Collateral Agent (or its agent or designee) or any other Secured Party;; and
(mxvi) all of the proceeds Proceeds, accessions, rents, profits and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Commodities Accounts, Deposit Accounts, Securities Accounts, Equipment, Fixtures, General Intangibles, Goods, Intellectual Property, Intellectual Property Licenses, Inventory, Pledged Interests, Investment Related Property, Negotiable Collateral, Supporting Obligations, Vehicles, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Collateral Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement or any other Note Document to the contrary, (a) the term “Collateral” (and all terms defining the components of Collateral) shall not include any Excluded Property and no Liens granted hereunder shall attach to any Excluded Property unless and until such asset or property ceases to be Excluded Property, (b) no representation, warranty or covenant contained herein or in any other Note Document shall apply to Excluded Property, (c) other than as expressly required in this Agreement or the other Note Documents, no Grantor or any other Person shall be required to take any action intended to cause any Excluded Property to constitute Collateral, and (d) no Grantor or any other Person shall be required to take any action or enter into any agreement in contravention of the Collateral Requirement and all obligations herein shall be read and interpreted in a manner consistent with Applicable Insurance Laws and the limitations contained in Section 17.08 (Limitation on Remedies) and Section 19.17 (Insurance Laws) of the Indenture.
Appears in 2 contracts
Sources: Security and Pledge Agreement (Porch Group, Inc.), Subscription Agreement (Porch Group, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);
(n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor’s Securities Accounts;
(p) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include the following (collectively, the “Excluded Collateral”):
(i) solely as it relates to the obligations set forth in clauses (A), (B) and (D) in the definition of Secured Obligations, voting Equity Interests constituting more than 65% of the total outstanding voting Equity Interests of any CFC; or
(ii) Equity Interest in a Foreign Subsidiary to the extent that the pledge of such Equity Interest would result in a violation of applicable law in the jurisdiction in which such Foreign Subsidiary is organized; or
(iii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests) unless, in each case, such proceeds otherwise constitute Excluded Collateral; or
(iv) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; or
(v) any Equipment of a Grantor that is subject to a perfected Lien that constitutes a Permitted Lien under clause (d), (e) or (f) of such definition if and for so long as the grant of a security interest therein to Agent in such Equipment shall constitute or result in a breach or termination pursuant to the terms of, or a default under, the agreement entered into in connection with such Permitted Lien on such Equipment; provided however that a security interest in favor of Agent, for the benefit of each member of the Lender Group and each Bank Product Provider, shall attach immediately at such time as the term restricting the attachment of a security interest in such Equipment is no longer operative or the attachment of a security interest in such Equipment would not constitute or result in a breach or termination pursuant to the terms of, or a default under, such agreement; or
(vi) the contracts set forth on Schedule 11 which are to be assigned by the US Borrower to CRGT, Inc., a Maryland corporation (“Federal Division Buyer”) pursuant to that certain Asset Purchase Agreement dated as of January 21, 2012 among Federal Division Buyer and US Borrower. Notwithstanding anything to the contrary herein, the Grantors make no representations or warranties hereunder, and the covenants hereunder shall not apply, in respect of Excluded Collateral.
Appears in 2 contracts
Sources: Guaranty and Security Agreement, Guaranty and Security Agreement (Ciber Inc)
Grant of Security. Each Grantor hereby unconditionally grantspledges, assignsmortgages, hypothecates and (except in the case of ULC Shares) assigns to Agent, and pledges hereby grants to each Agent, for the benefit of Secured Party Parties, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, title and interest in and to all of the followingproperty of such Grantor, in each case whether now or hereafter existing, whether tangible or intangible, whether now owned or hereafter acquired acquired, wherever the same may be located and whether or arising and wherever located:not subject to the Uniform Commercial Code as it exists on the date of this Agreement, or as it may hereafter be amended in, the State of New York (the “UCC”), including all of the following (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s BooksChattel Paper;
(c) all of Money, Securities Accounts and all Deposit Accounts, together with all amounts on deposit from time to time in such Grantor’s Chattel PaperDeposit Accounts;
(d) all of such Grantor’s Deposit AccountsDocuments;
(e) all of such Grantor’s Equipment and fixturesFarm Products;
(f) all of such Grantor’s General Intangibles, and all Intellectual Property, Payment Intangibles and Software;
(g) all of such Grantor’s Goods, including Inventory, Equipment and Fixtures;
(h) all of such Grantor’s Investment Related PropertyInstruments;
(i) all of such Grantor’s Negotiable CollateralInvestment Property;
(j) all of such Grantor’s rights in respect of Letter-of-Credit Rights and other Supporting Obligations;
(k) all of such Grantor’s Commercial Tort ClaimsRecords;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyAssigned Contracts;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoingCommercial Tort Claims, including proceeds of insurance or Commercial Tort Claims covering or relating to any or those set forth on Schedule 1 annexed hereto; and
(n) all of the foregoing, Proceeds and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise Accessions with respect to any of the foregoing Collateral, including all insurance proceeds on or in respect of any of the foregoing Collateral. Each term set forth above shall have the meaning set forth in the UCC (to the “Proceeds”extent such term is defined in the UCC or elsewhere herein), it being the intention of Grantors that the description of the Collateral set forth above be construed to include the broadest possible range of assets. Without limiting Notwithstanding anything herein to the generality contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in any of such Grantor’s rights or interests in or under: (i) voting Equity Interests of any CFC, solely to the extent (y) such Equity Interests represent an excess over 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonably excessive (as determined by the Agent in consultation with the Administrative Borrower) in relation to the benefits to Agent and the other Secured Parties of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); (ii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the applicable IP Filing Office of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; and (iii) any license, contract, permit, Instrument, security or franchise to which such Grantor is a party as of the date hereof or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract, permit, Instrument, security or franchise, result in a breach of the terms of, or constitute a default under, such license, contract, permit, Instrument, security or franchise (other than to the extent that any such term would be rendered ineffective pursuant to the UCC or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that, immediately upon the ineffectiveness, lapse or termination of any such provision the Collateral shall, without any further action by any party hereto, 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; and provided, further, that the foregoing exclusion shall in no way be construed to limit, impair or otherwise affect any of Agent’s or any other Secured Party’s continuing security interests in and liens upon any rights or interests of any Grantor in or to monies due or to become due under or in connection with any described such license, contract, permit, Instrument, security or franchise, or any proceeds from the sale, license, lease or other dispositions of any such license, contract, permit, Instrument, security or franchise. In the event that any asset of a Grantor is excluded from the Collateral by virtue of clause (iii) of the foregoing sentence (other than to the extent that any such term would be rendered ineffective pursuant to the UCC or any other applicable law (including the Bankruptcy Code) or principles of equity), such Grantor agrees to use its reasonable best efforts to obtain all requisite consents to enable such Grantor to provide a security interest in such asset pursuant hereto as promptly as practicable. The security interests granted hereunder shall not extend to (i) any consumer goods (as defined in the PPSA) of Select Agendas; or (ii) the last day of any real property lease, or any agreement to lease to which Select Agendas is now or becomes a party as lessee, provided that any such last day shall be held in trust by Select Agendas for the Agent and, on the exercise by the Agent of its rights and remedies hereunder, shall be assigned by Select Agendas as directed by the Agent. Notwithstanding the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntaryAgent shall have a security interest in, and includes proceeds a pledge and collateral assignment of (but not a present assignment of) any indemnity Canadian trademarks or guaranty payable to any Grantor or any Secured Party from time to time with respect to any ULC Shares forming part of the Investment Related PropertyCollateral.
Appears in 2 contracts
Sources: Security and Pledge Agreement (School Specialty Inc), Security and Pledge Agreement (School Specialty Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each the Collateral Agent, for the benefit of the Secured Party Parties, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”, subject to the succeeding paragraph):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s interest with respect to any Deposit AccountsAccount;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s interest with respect to any Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of the Collateral Agent or any Secured Party;; and
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims commercial tort claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoingproperty of the Grantors, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing Collateral (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party the Collateral Agent from time to time with respect to any of the Investment Related Property. Notwithstanding any of the other provisions set forth in this Section 2 to the contrary, the term Collateral and the terms set forth in this Section 2 defining the components of Collateral (and the defined terms which such components directly or indirectly comprise in turn) shall not include, and this Agreement shall not constitute a grant of a security interest in (i) any intent-to-use United States trademark application for which an amendment to allege use or statement of use has not been filed and accepted by the United States Patent and Trademark Office (provided that each such intent-to-use application shall be considered Collateral immediately and automatically upon such filing and acceptance), (ii) any instrument, Investment Related Property (to the extent issued by or pertaining to a Person other than a Grantor or a Subsidiary thereof), contract, license, permit or other General Intangible which by its terms, or under Applicable Law, or (in the case of such Investment Related Property) by the terms of any applicable organizational document or bylaws or similar agreement, cannot be, or requires any consent (which has not been obtained) to be, pledged, transferred or assigned by Grantor, or to the extent that granting a security interest therein without a consent, waiver, or amendment (which has not been obtained) would result in a breach or default under, or give rise to a right by any party to terminate, the instrument, Investment Related Property (or applicable organizational document or bylaws or similar agreement), contract, license, permit or General Intangible (in each case after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law); provided, however, that with respect to any potential Collateral described in this clause (ii) requiring a consent, waiver or amendment prior to the effective grant of a security interest, the affected Grantor shall have used commercially reasonable efforts to obtain such consent, waiver or amendment, (iii) any FCC License or any State PUC License, or assets subject thereto, solely at such times and to the extent that a security interest in such FCC License or such State PUC License is not permitted under Applicable Law, (iv) any Equity Interests of (x) a Person formed under the laws of a jurisdiction other than the United States or any State of the United States or the District of Columbia or (y) a Person that is a “controlled foreign corporation” (or several thereof) as defined in Section 957(a) of the Code (any such Person described in clause (x) or (y), a “Foreign Stock Subsidiary”) in excess of 65% of the outstanding Equity Interests of such Foreign Stock Subsidiary and any Equity Interests of a Subsidiary of any Foreign Stock Subsidiary, (v) any property owned by any Grantor on the date hereof or hereafter acquired that is subject to a Lien securing a purchase money or capital or finance lease obligation permitted to be incurred pursuant to the Credit Agreement and the Indenture if (and in each case only for so long as) the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money, project financing or capital or finance lease obligation) prohibits the creation of any other Lien on such property, except to the extent that the term in such contract or other agreement providing for such prohibition is ineffective under Applicable Law, and (vi) any Equity Interests or other securities of any Subsidiary of a Grantor in excess of the maximum amount of such Equity Interests or securities that could be included in the Collateral without creating a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such Subsidiary to be included in filings by any direct or indirect parent of such Subsidiary with the SEC.
Appears in 2 contracts
Sources: Credit Agreement (Zayo Group LLC), Security Agreement (Zayo Group LLC)
Grant of Security. Each Grantor hereby unconditionally grantsAs security for the prompt and complete payment and performance in full when due (whether at stated maturity, assignsby required prepayment, and pledges declaration, acceleration, demand or otherwise, including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code) of all Obligations at any time owed or owing to each the Secured Party a separate, continuing security interest Parties (each, a “Security Interest” and, or any of them) (collectively, the “Security InterestsSecured Obligations”) ), each Grantor hereby pledges and grants to the Collateral Agent, for its benefit and for the benefit of the Secured Parties, a continuing security interest in and Lien on all assets of such Grantor (other than Real Property) its right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s BooksChattel Paper;
(c) all of such Grantor’s Chattel PaperContracts;
(d) all of such Grantor’s Deposit AccountsDocuments;
(e) all General Intangibles, including without limitation all Intellectual Property owned by such Grantor and that portion of such Grantor’s Equipment and fixturesthe Pledged Collateral constituting General Intangibles;
(f) all of such Grantor’s General IntangiblesGoods whether tangible or intangible, wherever located, including without limitation all Inventory, Equipment, Fixtures, and Money;
(g) all Instruments, including without limitation that portion of such Grantor’s Inventorythe Pledged Collateral constituting Instruments;
(h) all of such Grantor’s Investment Related Propertycash and Deposit Accounts, including without limitation all Cash Collateral Accounts constituting Deposit Accounts;
(i) all of such Grantor’s Negotiable CollateralInsurance;
(j) all Investment Property, including without limitation all Control Accounts, all Cash Collateral Accounts constituting Investment Property and that portion of such Grantor’s rights in respect of Supporting Obligationsthe Pledged Collateral constituting Investment Property;
(k) all of such Grantor’s Commercial Tort ClaimsAccounts Receivable;
(l) all of such Grantor’s moneyPledged Stock, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyPledged Partnership Interests and Pledged LLC Interests;
(m) all books and Records;
(n) all Money or other property of the proceeds any kind which is received by such Grantor in connection with refunds with respect to taxes, assessments and productsgovernmental charges imposed on such Grantor or any of its property or income;
(o) all causes of action and all Money and other property of any kind received therefrom, whether tangible or intangible, and all Money and other property of any kind recovered by any Grantor;
(p) all Collateral Support and Supporting Obligations relating to any of the foregoing; and
(q) all Proceeds of each of the foregoing and all accessions to, including proceeds substitutions and replacements for and rents, profits and products of insurance or Commercial Tort Claims covering or relating to in respect of any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition Proceeds of any of the foregoinginsurance, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity warranty or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertyforegoing.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Cypress Semiconductor Corp /De/), Pledge and Security Agreement (Cypress Semiconductor Corp /De/)
Grant of Security. Each Grantor hereby unconditionally grantsgrants to the Administrative Agent, assignsfor the ratable benefit of the Secured Parties, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in and to the followingfollowing property, in each case, as to each type of property described below, whether now owned or hereafter acquired or arising and by such Grantor, wherever located:, and whether now or hereafter existing or arising, subject to the proviso at the end of this Section 1 (collectively, the "Collateral"):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Bookscash and Cash Equivalents;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims (including, without limitation, the Commercial Tort Claims set forth on Schedule III hereto);
(e) the Cash Collateral Account, and all of such Grantor’s Equipment and fixturescash deposited therein from time to time;
(f) all of such Grantor’s General IntangiblesDocuments;
(g) all of such Grantor’s InventoryEquipment;
(h) all of such Grantor’s Investment Related PropertyFarm Products;
(i) all of such Grantor’s Negotiable CollateralFixtures;
(j) all of such Grantor’s rights in respect of Supporting ObligationsGeneral Intangibles;
(k) all of such Grantor’s Commercial Tort ClaimsGoods;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyInstruments;
(m) all Inventory;
(n) all Letter-of-Credit Rights;
(o) the following (the "Security Collateral"):
(i) all indebtedness evidenced by promissory notes or other instruments from time to time owed to such Grantor (the "Pledged Debt"), and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the proceeds Pledged Debt;
(ii) all Equity Interests from time to time acquired, owned or held by such Grantor in any manner (the "Pledged Equity"), including, without limitation, the Equity Interests held by each Grantor set forth opposite such Grantor's name on and productsotherwise described on Schedule II, and the certificates, if any, representing any such Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Equity Interests; provided that no Grantor shall be required to pledge, and the terms "Pledged Equity" and "Security Collateral" used in this Agreement shall not include, any Equity Interests in any Foreign Subsidiary acquired, owned or otherwise held by such Grantor which, when aggregated with all of the other shares of stock in such Foreign Subsidiary pledged by the Grantors, would result in more than 65% of the shares of stock in such Foreign Subsidiary entitled to vote (within the meaning of Treasury Regulation Section 1.956 2(c)(2) promulgated under the Code) (the "Voting Foreign Stock") being pledged to the Administrative Agent, on behalf of the Secured Parties under this Agreement, except to the extent such Equity Interests are required to be pledged hereunder pursuant to Section 6.12(a) of the Credit Agreement; provided further that all of the shares of stock or units or other Equity Interests in such Foreign Subsidiary not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Code) (the "Non-Voting Foreign Stock") shall be pledged by such Grantor; and
(iii) all other Investment Property and all Financial Assets, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange therefor and all subscription warrants, rights or options issued thereon or with respect thereto;
(p) all contracts and agreements between any Grantor and one or more additional parties (including, without limitation, any Refco Swap Contracts, licensing agreements and any partnership agreements, joint venture agreements, limited liability company agreements) and the IP Agreements (as hereinafter defined), in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the "Assigned Agreements"), including, without limitation, all rights of such Grantor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (all such Collateral being the "Agreement Collateral"); provided that such Grantor shall not be required to grant a security interest in and a lien on, and the terms "Assigned Agreements" and "Agreement Collateral" shall not include, those contracts, instruments, licenses or other documents described in clause (C) of the proviso to this Section 1;
(q) the following (collectively, the "Intellectual Property Collateral"):
(i) all patents, patent applications, utility models and statutory invention registrations, all inventions claimed or disclosed therein and all improvements thereto ("Patents");
(ii) all trademarks, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether tangible registered or intangibleunregistered (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together, in each case, with the goodwill symbolized thereby ("Trademarks");
(iii) all copyrights whether registered or unregistered ("Copyrights"), including, without limitation, copyrights in Computer Software (as hereinafter defined), internet web sites and the content thereof;
(iv) all computer software, programs and databases (including, without limitation, source code, object code and all related applications and data files), firmware and documentation and materials relating thereto, together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any of the foregoing ("Computer Software");
(v) all confidential and proprietary information, including, without limitation, confidential and proprietary know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (collectively, "Trade Secrets"), and all other intellectual, industrial and intangible property of any type, including, without limitation, industrial designs and mask works;
(vi) all registrations and applications for registration for any of the foregoing, including proceeds including, without limitation, those registrations and applications for registration set forth on Schedule V, hereto, together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;
(vii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of insurance any kind whatsoever of such Grantor accruing thereunder or Commercial Tort Claims covering or pertaining thereto;
(viii) all agreements, permits, consents, orders and franchises relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchangedevelopment, collection, use or other disposition disclosure of any of the foregoingforegoing to which such Grantor, the proceeds of now or hereafter, is a party or a beneficiary ("IP Agreements"); and
(ix) any award in condemnation and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages;
(r) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any rebates of the Collateral;
(s) all other tangible and intangible personal property of whatever nature whether or refundsnot covered by Article 9 of the UCC; and
(t) all Proceeds of, whether for taxes collateral for, income, royalties and other payments now or otherwisehereafter due and payable with respect to, and all proceeds of Supporting Obligations relating to, any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, Collateral and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative Agent is the loss payee thereof or an additional insured thereunder, as applicable), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing Collateral; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) motor vehicles the “Proceeds”). Without limiting perfection of a security interest in which is excluded from the generality UCC in the relevant jurisdiction, (B) any Letter-of-Credit Rights to the extent any Grantor is required by applicable law to apply the Proceeds of such Letter-of-Credit Rights for a specified purpose, (C) any General Intangible, Investment Property or other rights of a Grantor arising under any contract, instrument, license or other document if (but only to the foregoingextent that) the grant of a security interest therein would constitute a violation of a valid and enforceable restriction in respect of such General Intangible, Investment Property or other rights in favor of a third party or under any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall have been obtained (for the avoidance of doubt, the term “Proceeds” includes whatever restrictions described herein are not negative pledges or similar undertakings in favor of a lender or other financial counterparty); provided that the limitation set forth in this clause (C) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is receivable or received when Investment Related Property or proceeds are soldrendered ineffective by the UCC, exchanged(D) any Deposit Accounts of a Grantor, collected(E) any Securities Accounts of a Grantor, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds (F) any leasehold interest of any indemnity or guaranty payable Grantor in any real property and (G) property subject to any Grantor Lien permitted by the Credit Agreement and securing the Customer Financings or any Secured Party from time customer accounts that are subject to time a negative pledge entered into in connection with a Customer Financing. Each Grantor shall, if requested to do so by the Administrative Agent, use commercially reasonable efforts to obtain any required consent described in clause (C) that is reasonably obtainable with respect to Collateral which the Administrative Agent reasonably determines to be material. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, the "Collateral" shall not include at any time any right, title or interest of any Regulated Subsidiary in or to any property or asset now owned or hereafter acquired by such Regulated Subsidiary, except to the extent required to be pledged hereunder pursuant to Section 6.12(a) of the Investment Related PropertyCredit Agreement; it being understood that the Equity Interests of any Regulated Subsidiary that are held directly by Holdings, the Borrower or any Restricted Subsidiary that is not a Foreign Subsidiary or a Regulated Subsidiary shall constitute "Collateral" hereunder, subject to the proviso set forth in clause (o)(ii) of this Section 1.
Appears in 2 contracts
Sources: Security Agreement (Refco Information Services, LLC), Security Agreement (Refco Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each Secured Party Party, to secure the payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a “Security Interest” and, collectively, hereinafter referred to as the “Security InterestsInterest ”) in all assets of such Grantor (other than Real Property) Grantor’s right, title, and interest in, to and under the following, property, in each case whether tangible or intangible, whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:):
(a) all of such Grantor’s Accounts, Receivables and Receivables Records;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Fixtures;
(h) all of such Grantor’s General Intangibles;
(gi) all of such Grantor’s Inventory;
(hj) all of such Grantor’s Investment Related Property;
(i) , including all of such Grantor’s Negotiable Collateral;
(j) Securities, all of such Grantor’s rights in Securities Accounts and all Security Entitlements with respect of Supporting Obligationsthereto and Financial Assets carried therein, and all Commodity Accounts and Commodity Contracts;
(k) all of such Grantor’s Commercial Tort ClaimsIntellectual Property and Intellectual Property Licenses;
(l) all of such Grantor’s moneyNegotiable Collateral (including all of such Grantor’s Pledged Notes);
(m) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(n) all of such Grantor’s Securities Accounts;
(o) all of such Grantor’s Supporting Obligations;
(p) all of such Grantor’s Money, cashas defined in Section 1-201(24) of the Code, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Partyother Lender;
(mq) all of such Grantor’s Goods not covered by the proceeds other clauses of this Section 3;
(r) all of such Grantor’s Insurance;
(s) all of such Grantor’s As-Extracted Collateral;
(t) all of such Grantor’s other tangible and products, whether tangible or intangible, intangible personal property whatsoever of such Grantor; and
(u) all of such Grantor’s Proceeds of any of the foregoingCollateral, including proceeds of insurance or Commercial Tort Claims covering or relating all Accessions to and substitutions and replacements for, any or all of the foregoingCollateral, and any all offspring, rents, profits and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition products of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insuredCollateral, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect related to any Collateral, all books, correspondence, credit files, records, invoices and other papers (including all tapes, cards, computer runs and other papers and documents in the possession or under the control of the foregoing (the “Proceeds”such Grantor or any computer bureau or service company from time to time acting for such Grantor). Without limiting Notwithstanding anything contained in this Agreement to the generality of the foregoingcontrary, the term “ProceedsCollateral” includes whatever shall not include: (i) voting Equity Interests of any CFC or CFC Holdco, solely to the extent that such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC or CFC Holdco (any such pledge shall be governed by the laws of the State of New York), (ii) (x) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is receivable prohibited as a matter of law or received when Investment Related Property under the terms of such contract, lease, permit, license, or proceeds are soldlicense agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, exchangedlease, collectedpermit, license, or license agreement has not been obtained or (y) any asset to the extent that a pledge thereof or a grant of a security interest therein would be prohibited by applicable law, rule or regulation or agreements with any Governmental Authority or would require governmental (including regulatory) consent, approval, license or authorization (provided, in each case, that (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise disposed affect any of Agent’s or any other Secured Party’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests), (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law; provided, that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral, (iv) any leasehold interest except to the extent a security interest therein can be perfected by the filing of a financing statement, (v) interests in joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent of one or more third parties other than Grantors or any of their respective Wholly-Owned Subsidiaries (after giving effect to any applicable anti-assignment provision of the Code or other applicable law), (vi) Excluded Accounts, (vii) (x) Letter of Credit Rights with a value of less than $1,000,000 individually and $2,500,000 in the aggregate and (y) Commercial Tort Claims with a value of less than $2,500,000 in the aggregate (in each case except to the extent a security interest therein can be perfected by the filing of a financing statement), (viii) where such grant results in material adverse tax, accounting or regulatory consequences as reasonably determined by the Borrower and the Administrative Agent, and (ix) where the cost of obtaining a security interest in, or perfection of, whether such disposition is voluntary or involuntary, assets exceeds the practical benefit to the Lenders afforded thereby as reasonably determined by the Borrower and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related PropertyAdministrative Agent.
Appears in 2 contracts
Sources: Pledge and Security Agreement (BlueLinx Holdings Inc.), Credit and Guaranty Agreement (BlueLinx Holdings Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns (except in the case of ULC Shares), and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to all of such Grantor’s present and after-acquired personal property, including, without limitation, the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);
(n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor’s Securities Accounts;
(p) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Equity Interests of any CFC, solely to the extent that (y) such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding voting Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Administrative Borrower) in relation to the benefits to Agent, the other members of the Lender Group, and the Bank Product Providers of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); or (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; (iv) any consumer goods (as defined in the PPSA) of Select Agendas; or (v) the last day of any real property lease, or any agreement to lease to which Select Agendas is now or becomes a party as lessee, provided that any such last day shall be held in trust by Select Agendas for Agent and, on the exercise by Agent of its rights and remedies hereunder, shall be assigned by Select Agendas as directed by Agent. Notwithstanding the foregoing, Agent shall only have a security in, and not a present assignment of, any Canadian trademarks or ULC Shares forming part of the Collateral.
Appears in 2 contracts
Sources: Guaranty and Security Agreement (School Specialty Inc), Guaranty and Security Agreement (School Specialty Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns to Secured Party, and pledges hereby grants to each Secured Party Party, for the ratable benefit of Lenders, Hedge Banks and Cash Management Banks, a separate, continuing security interest (eachin, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, title and interest in and to all of the followingpersonal property of such Grantor, in each case whether now or hereafter existing, whether tangible or intangible, whether now owned or hereafter acquired acquired, wherever the same may be located and whether or arising and wherever located:not subject to the Uniform Commercial Code as it exists on the date of this Agreement, or as it may hereafter be amended in the State of California (the “UCC”), including the following (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s BooksChattel Paper;
(c) all of Money and all Deposit Accounts, together with all amounts on deposit from time to time in such Grantor’s Chattel PaperDeposit Accounts;
(d) all of such Grantor’s Deposit AccountsDocuments;
(e) all of such Grantor’s Equipment General Intangibles, including all intellectual property, Payment Intangibles and fixturesSoftware;
(f) all of such Grantor’s General IntangiblesGoods, including Inventory, Equipment and Fixtures;
(g) all of such Grantor’s InventoryInstruments;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable CollateralLetter-of-Credit Rights and other Supporting Obligations;
(j) all of such Grantor’s rights in respect of Supporting ObligationsRecords;
(k) all of such Grantor’s Commercial Tort Claims;, including those set forth on Schedule 1 annexed hereto; and
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise Accessions with respect to any of the foregoing Collateral. Each category of Collateral set forth above shall have the meaning set forth in the UCC (to the “Proceeds”extent such term is defined in the UCC), it being the intention of Grantors that the description of the Collateral set forth above be construed to include the broadest possible range of assets. Without limiting Notwithstanding anything herein to the generality contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of such Grantor’s rights or interests in or under, any license, contract, permit, Instrument, Security or franchise to which such Grantor is a party or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract, permit, Instrument, Security or franchise, result in a breach of the terms of, or constitute a default under, such license, contract, permit, Instrument, Security or franchise (other than to the extent that any such term would be rendered ineffective pursuant to the UCC or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision the Collateral shall include, and such 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. Notwithstanding the foregoing, the Collateral shall not include (a) any Equity Interests issued by a Person if such Person is a controlled foreign corporation (used hereinafter as such term “Proceeds” includes whatever is receivable defined in Section 957(a) or received when Investment Related Property or proceeds are soldany successor provision of the Internal Revenue Code), exchanged, collected, or otherwise disposed of, whether in excess of the amount of such disposition is voluntary or involuntary, Equity Interests possessing up to but not exceeding 65% of the voting power of all classes of such Equity Interests entitled to vote of such Person and includes proceeds of any indemnity or guaranty payable (b) assets subject to any Grantor Lien permitted under Section 7.01(i) of the Credit Agreement where the security agreement or other instrument creating such purchase money Lien prohibits the granting of a security interest in such assets to Secured Party or results in an event of default under such security agreement or instrument (other than to the extent that such term would be rendered ineffective pursuant to the UCC or any Secured Party other applicable law (including the Bankruptcy Code)); provided that the security interest in any such assets shall automatically attach hereunder when and after any such Liens are discharged or released or when the assets encumbered by such Liens are no longer subject to such restrictions; provided further, that in any event any Account or any money or other amounts due or to become due under any such contract, agreement, instrument or indenture shall not be excluded from time the definition of Collateral to time with respect to the extent that any of the Investment Related Propertyforegoing is (or if it contained a provision limiting the transferability or pledge thereof would be) subject to Section 9-406 of the UCC.
Appears in 2 contracts
Sources: Security Agreement, Security Agreement (Quidel Corp /De/)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real PropertyHoldings) hereby grants to the Collateral Agent, for the ratable benefit of the Secured First Lien Parties, a security interest in such Grantor’s right, title and interest in and to the following property (except as provided in Section 2.03), in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising and wherever located (collectively, the “Personal Property Collateral”):
(a) all Accounts;
(b) all cash and Cash Equivalents;
(c) all Chattel Paper;
(d) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule III (together with any Commercial Tort Actions subject to a further writing provided in accordance with Section 2.07);
(e) all Deposit Accounts;
(f) all Documents;
(g) all Equipment;
(h) all Fixtures;
(i) all General Intangibles;
(j) all Goods;
(k) all Instruments;
(l) all Inventory;
(m) all Investment Property;
(n) all Letter-of-Credit Rights;
(o) all contracts and agreements between any Grantor and one or more additional parties (including, without limitation, any Swap Contracts, licensing agreements and any partnership agreements, joint venture agreements, limited liability company agreements) and the IP Agreements, in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the “Covered Agreements”), including, without limitation, all rights of such Grantor’s right, title, and interest in Grantor to receive moneys due and to become due under or pursuant to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such Grantor’s AccountsCovered Agreements;
(bp) all the following (collectively, the “Intellectual Property Collateral”) to the extent governed by or arising or existing under, pursuant to or by virtue of such Grantor’s Books;
(c) all the laws of such Grantor’s Chattel Paper;
(d) all the United States of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;America or any state thereof:
(i) all of such Grantor’s Negotiable Collateralpatents, patent applications, utility models and statutory invention registrations, inventions claimed or disclosed therein and improvements thereto (“Patents”);
(jii) all trademarks, service marks, domain names, trade dress, logos, slogans, trade names and other source identifiers, whether registered or unregistered (provided that no security interest shall be granted in United States intent-to-use trademark applications or service ▇▇▇▇ applications filed pursuant to Section 1(b) of such Grantor’s rights the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of said Act has been filed and accepted), together, in respect of Supporting Obligationseach case, with the goodwill symbolized thereby (“Trademarks”);
(kiii) all copyrights whether registered or unregistered (“Copyrights”), including, without limitation, copyrights in (A) recordings of such Grantor’s Commercial Tort Claimssound, whether or not coupled with a visual image, by any method or format and on any substance or material, whether now or hereafter known, which is used in the recording, production and/or manufacture of records or for any other exploitation of sound (“Recorded Music Copyrights”) and (B) music compositions consisting of words and music, or any dramatic material and bridging passages, whether in form of instrumental and/or vocal music, prose or otherwise, irrespective of length (“Publishing Copyrights”);
(liv) all of confidential and proprietary information, including, without limitation, confidential and proprietary know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information , in each case, to the extent such Grantor’s moneyinformation (A) is not generally known, cash, cash equivalents, or other assets of each (B) confers an economic benefit on such Grantor that now or hereafter come into and (C) is the possessionsubject of reasonable efforts to maintain its secrecy under applicable Law (collectively, custody, or control of any Secured Party“Trade Secrets”);
(mv) all of the proceeds registrations and products, whether tangible or intangible, of applications for registration for any of the foregoing, including proceeds of insurance together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;
(vi) written agreements granting a license or Commercial Tort Claims covering or relating right to use any or all of the foregoingforegoing to which such Grantor, and now or hereafter, is a party (“IP Agreements”); and
(vii) any and all Accountsclaims for damages and injunctive relief for past, Bookspresent and future infringement, Chattel Paperdilution, Deposit Accountsmisappropriation, Equipmentviolation, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, misuse or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages;
(q) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any rebates of the Personal Property Collateral; and
(r) all Proceeds of, collateral for, income, royalties and other payments now or refunds, whether for taxes or otherwisehereafter due and payable with respect to, and all proceeds of Supporting Obligations relating to, any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, Personal Property Collateral and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (Personal Property Collateral; provided that the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Personal Property or proceeds are sold, exchanged, collectedCollateral shall not include any Pledged Collateral, or otherwise disposed of, whether such disposition is voluntary any property or involuntary, and includes proceeds assets described in the proviso to the definition of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related PropertyPledged Stock.
Appears in 2 contracts
Sources: Security Agreement (Warner Music Group Corp.), Security Agreement (Warner Music Group Corp.)
Grant of Security. Each Grantor Pledgor hereby unconditionally grants, assigns, assigns and pledges to each Collateral Agent for its benefit and the ratable benefit of the Secured Party Parties, grants to Collateral Agent for its benefit and the ratable benefit of the Secured Parties a separate, continuing security interest (each, a “Security Interest” and, collectivelyin, the “Security Interests”following and the proceeds thereof (the "Collateral"):
(a) All inventory in all assets of its forms, wherever located, now or hereafter existing including, but not limited to, (i) all raw materials and work in progress therefor, finished goods thereof, and materials used or consumed in the manufacture or production thereof; (ii) inventory, including the flow of oil through pipes into the refineries, in which Sunbelt has any interest in mass or a joint or other interest or right of any kind; (iii) goods which are returned to or repossessed by Sunbelt; and (iv) all additions and accessions thereto and replacements therefor and products thereof, (any and all such Grantor inventory, additions, accessions, replacements and products being the "Inventory");
(b) All accounts, contract rights, chattel paper, instruments, general intangibles and other than Real Propertyobligations of any kind, whether long-term or short-term, now or hereafter existing, to the extent arising out of or in connection with the sale or lease of goods, and all rights now or hereafter existing in and to all security agreements and other contracts securing or otherwise relating to any such accounts, contract rights, chattel paper and instruments, to the extent arising out of or in connection with the sale of goods (any and all such accounts, contract rights, chattel paper and instruments being the "Receivables," and any and all such leases, security agreements and other contracts being the "Related Contracts");
(c) To the extent not included in paragraphs (a) and (b) above, all documents, instruments, and general intangibles, and all ledger sheets, files and other documents and records relating to the Collateral, in each case wherever located and whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;by Sunbelt; and
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control All proceeds of any Secured Party;
(m) and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, foregoing Collateral and, to the extent not otherwise included, all payments under insurance (whether or not Collateral Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty to the extent payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”)Inventory and Receivables. Without limiting the generality For purposes of the foregoing, this Agreement the term “Proceeds” "proceeds" includes whatever is receivable or received when Investment Related Property Collateral or proceeds are sold, exchanged, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable includes, without limitation, all rights to any Grantor or any Secured Party from time to time payment, including returned premiums, with respect to any of the Investment Related Propertyinsurance relating thereto.
Appears in 2 contracts
Sources: Collateralized Note Indenture (Huntway Partners L P), Collateralized Note Indenture (Huntway Partners L P)
Grant of Security. Each Grantor hereby unconditionally grantspledges, assignsmortgages, hypothecates and (except in the case of ULC Shares) assigns to Agent, and pledges hereby grants to each Agent, for the benefit of Secured Party Parties, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, title and interest in and to all of the followingproperty of such Grantor, in each case whether now or hereafter existing, whether tangible or intangible, whether now owned or hereafter acquired acquired, wherever the same may be located and whether or arising and wherever located:not subject to the Uniform Commercial Code as it exists on the date of this Agreement, or as it may hereafter be amended in, the State of New York (the “UCC”), including all of the following (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s BooksChattel Paper;
(c) all of Money, Securities Accounts and all Deposit Accounts, together with all amounts on deposit from time to time in such Grantor’s Chattel PaperDeposit Accounts;
(d) all of such Grantor’s Deposit AccountsDocuments;
(e) all Documents of such Grantor’s Equipment and fixturesTitle (as defined in the PPSA);
(f) all of such Grantor’s General IntangiblesFarm Products;
(g) all of such Grantor’s InventoryGeneral Intangibles, Intangibles (as defined in the PPSA) and all Intellectual Property, Payment Intangibles and Software;
(h) all of such Grantor’s Investment Related PropertyGoods, including Inventory, Equipment and Fixtures;
(i) all of such Grantor’s Negotiable CollateralInstruments;
(j) all of such Grantor’s rights in respect of Supporting ObligationsInvestment Property;
(k) all of such Grantor’s Commercial Tort ClaimsLetter-of-Credit Rights and other Supporting Obligations;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyRecords;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoingAssigned Contracts;
(n) all Commercial Tort Claims, including proceeds of insurance or Commercial Tort Claims covering or relating to any or those set forth on Schedule 1 annexed hereto; and
(o) all of the foregoing, Proceeds and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise Accessions with respect to any of the foregoing Collateral, including all insurance proceeds on or in respect of any of the foregoing Collateral. Each term set forth above shall have the meaning set forth in the UCC and the PPSA as indicated (to the “Proceeds”extent such term is defined in the UCC or elsewhere herein), it being the intention of Grantors that the description of the Collateral set forth above be construed to include the broadest possible range of assets. Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in any of such Grantor’s rights or interests in or under: (i) voting Equity Interests of any CFC, solely to the extent (y) such Equity Interests represent an excess over 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonably excessive (as determined by the Agent (at the direction of the Required Lenders) in consultation with the Administrative Borrower) in relation to the benefits to Agent and the other Secured Parties of the security afforded thereby (which pledge, if reasonably requested by Agent (which shall be at the direction of the Required Lenders), shall be governed by the laws of the jurisdiction of such Subsidiary); (ii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the applicable IP Filing Office of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; and (iii) any license, contract, permit, Instrument, security or franchise to which such Grantor is a party as of the date hereof or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract, permit, Instrument, security or franchise, result in a breach of the terms of, or constitute a default under, such license, contract, permit, Instrument, security or franchise (other than to the extent that any such term would be rendered ineffective pursuant to the UCC, PPSA or any other applicable law in any applicable jurisdiction (including the Bankruptcy Code) or principles of equity); provided, that, immediately upon the ineffectiveness, lapse or termination of any such provision the Collateral shall, without any further action by any party hereto, 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; and provided, further, that the foregoing exclusion shall in no way be construed to limit, impair or otherwise affect any of Agent’s or any other Secured Party’s continuing security interests in and liens upon any rights or interests of any Grantor in or to monies due or to become due under or in connection with any described such license, contract, permit, Instrument, security or franchise, or any proceeds from the sale, license, lease or other dispositions of any such license, contract, permit, Instrument, security or franchise. In the event that any asset of a Grantor is excluded from the Collateral by virtue of clause (iii) of the foregoing sentence (other than to the extent that any such term would be rendered ineffective pursuant to the UCC, PPSA or any other applicable law (including the Bankruptcy Code) or principles of equity), such Grantor agrees to use its reasonable best efforts to obtain all requisite consents to enable such Grantor to provide a security interest in such asset pursuant hereto as promptly as practicable. The security interests granted hereunder shall not extend to (i) any consumer goods (as defined in the PPSA) of Select Agendas; or (ii) the last day of any real property lease, or any agreement to lease to which Select Agendas is now or becomes a party as lessee, provided that any such last day shall be held in trust by Select Agendas for the Agent and, on the exercise by the Agent of its rights and remedies hereunder, shall be assigned by Select Agendas as directed by the Agent (at the direction of the Required Lenders). Without limiting the generality of Notwithstanding the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntaryAgent shall have a security interest in, and includes a pledge and collateral assignment of (but not a present assignment of) any Canadian trademarks or ULC Shares forming part of the Collateral. Each of the Grantors hereby acknowledges that (a) value has been given; (b) each Grantor has rights in the Collateral in which it has granted a security interest; (c) this Agreement constitutes a security agreement as that term is defined in the PPSA; and (d) it has not agreed to postpone the time for attachment of the security interest granted hereunder and the security interest granted hereunder attaches upon the execution of this Agreement (or in the case of any after-acquired property, at the time of the acquisition thereof). Each of the Grantors hereby further acknowledges and agrees that if the Collateral is realized upon and such Collateral or the proceeds of any indemnity or guaranty payable such Collateral is not sufficient to any Grantor or any satisfy all Secured Party from time Obligations, subject to time with respect to any the provisions of the Investment Related PropertyPPSA, such Grantor shall continue to be liable for any Obligations remaining outstanding and the Agent shall be entitled to pursue full payment thereof.
Appears in 2 contracts
Sources: Security and Pledge Agreement (School Specialty Inc), Security and Pledge Agreement (School Specialty Inc)
Grant of Security. (a) Each Grantor hereby unconditionally grants, assigns, assigns and pledges to each Secured Party Agent, for the benefit of itself and the ratable benefit of the Holders, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(ai) all of such Grantor’s Accounts;
(bii) all of such Grantor’s Books;
(ciii) all of such Grantor’s Chattel Paper;
(div) all of such Grantor’s interest with respect to any Deposit AccountsAccount;
(ev) all of such Grantor’s Equipment and fixtures;
(fvi) all of such Grantor’s General Intangibles;
(gvii) all of such Grantor’s Inventory;
(hviii) all of such Grantor’s Investment Related Property;
(iix) all of such Grantor’s Negotiable Collateral;
(jx) all of such Grantor’s rights in respect of Supporting Obligations;
(kxi) all of such Grantor’s interest with respect to any Commercial Tort Claims;
(lxii) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyAgent (or its agent or designee);
(mxiii) all of such Grantor’s Hydrocarbons and Hydrocarbon Interests;
(xiv) all of such Grantor’s Oil and Gas Properties; and
(xv) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims commercial tort claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoingproperty of Grantors, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty Guarantee payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty Guarantee payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything herein to the contrary, the term “Collateral” shall not include, and no Grantor is pledging, nor granting a security interest hereunder in, any of such Grantor’s right, title or interest in (A) any license, contract or agreement to which such Grantor is a party as of the date hereof or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the express terms of such license, contract or agreement on the date hereof result in a breach of the terms of, or constitute a default under, such license, contract or agreement (other than to the extent that any such term (i) has been waived or (ii) would be rendered ineffective pursuant to Sections 9-406, 9-408, 9-409 of the Code or other applicable provisions of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that (x) immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such right, title and interest as if such provision had never been in effect and (y) the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect Agent’s unconditional continuing security interest in and liens upon any rights or interest of a Grantor in or to the proceeds of, or any monies due or to become due under, any such license, contract or agreement or (B) all intent-to-use United States trademark applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively, or if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office, provided that, upon such filing and acceptance, such intent-to-use applications shall be included in the definition of Collateral. Notwithstanding anything herein to the contrary, the term “Collateral” shall not include (A) in the case of a first tier foreign Subsidiary, more than 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (i) would not reasonably be expected to cause the undistributed earnings of such foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such foreign Subsidiary’s United States parent and (ii) would not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding shares of Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (it being understood and agreed that the Collateral shall include 100% of the issued and outstanding shares of Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) or other equity interest of such foreign Subsidiary) or (B) in the case of all other foreign Subsidiaries, any of the issued and outstanding shares of Stock. The Grantors agree that the pledge of the shares of Stock of any Subsidiary of a Grantor that is a foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantors in favor of Agent, which pledge agreements will provide for the pledge of such shares of Stock in accordance with the laws of the applicable foreign jurisdiction subject to the limitations set forth above regarding the pledge of Stock securing the payment and performance of the Secured Obligations of such Grantor. With respect to such shares of Stock, Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Stock.
Appears in 2 contracts
Sources: Security Agreement (Baseline Oil & Gas Corp.), Security Agreement (Baseline Oil & Gas Corp.)
Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns to Secured Party, and pledges hereby grants to each Secured Party a separate, continuing security interest (eachin, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in and to the following, in each case whether now owned or hereafter acquired existing, whether tangible or arising intangible, or in which such Grantor now has or hereafter acquires an interest and wherever located:the same may be located (the "COLLATERAL"):
(a) all equipment in all of its forms, all parts thereof and all accessions thereto (any and all such Grantor’s Accountsequipment, parts and accessions being the "EQUIPMENT");
(b) all inventory in all of its forms, including but not limited to (i) all goods held by such Grantor for sale or lease or to be furnished under contracts of service or so leased or furnished, (ii) all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in such Grantor’s Books's business, (iii) all goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind, and (iv) all goods which are returned to or repossessed by such Grantor and all accessions thereto and products thereof (collectively the "INVENTORY") and all negotiable and non-negotiable documents of title (including without limitation warehouse receipts, dock receipts and bills of lading) issued by any Person covering any Inventory (any such negotiable document of title being a "NEGOTIABLE DOCUMENT OF TITLE");
(c) all accounts, contract rights, chattel paper, documents, instruments, general intangibles, letter of such Grantor’s Chattel Paper;
(d) all credit rights and other rights and obligations of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, any kind owned by or other assets of each owing to such Grantor that now and all rights in, to and under all security agreements, leases and other contracts securing or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or otherwise relating to any such accounts, contract rights, chattel paper, documents, instruments, general intangibles, letter-of-credit rights or other rights and obligations (any and all of such accounts, contract rights, chattel paper, documents, instruments, general intangibles and other obligations being the foregoing"ACCOUNTS", and any and all Accountssuch security agreements, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or leases and other tangible or intangible property resulting from contracts being the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”"RELATED CONTRACTS"). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.;
Appears in 2 contracts
Sources: Credit Agreement (Integrated Defense Technologies Inc), Credit Agreement (Integrated Defense Technologies Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Stock of any CFC, solely to the extent that (A) such Stock represents more than 65% of the outstanding voting Stock of such CFC, and (B) pledging or hypothecating more than 65% of the total outstanding voting Stock of such CFC would result in material adverse tax consequences; or (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Stock (including any Accounts or Stock), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Stock); (iii) the Excluded Collateral; or (iv) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.
Appears in 2 contracts
Sources: Security Agreement (Dixie Group Inc), Security Agreement (Dixie Group Inc)
Grant of Security. Each As collateral security for the prompt and complete payment and performance when due of all Secured Obligations, each Grantor hereby unconditionally grants, assigns, pledges, and pledges grants to each the Collateral Agent for the benefit of the Secured Party Parties a separate, lien on and continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) Grantor’s right, title and interest in, to and under, all items described in this Section 2, whether now owned or hereafter acquired or arising by such Grantor and wherever located and whether now owned or hereafter existing or arising (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Bookscash and cash equivalents;
(c) all of such Grantor’s Chattel PaperCash Collateral;
(d) all of such Grantor’s Deposit AccountsCertificated Equipment;
(e) all of such Grantor’s Equipment and fixturesChattel Paper;
(f) all of such Grantor’s General IntangiblesCommercial Tort Claims;
(g) all of such Grantor’s InventoryCommodity Accounts;
(h) all of Contracts, all Contract Rights, Contract Documents and Accounts associated with such Grantor’s Investment Related PropertyContracts and each and every document granting security to such Grantor under any such Contract;
(i) all of such Grantor’s Negotiable CollateralDeposit Accounts;
(j) all of such Grantor’s rights in respect of Supporting ObligationsDocuments;
(k) all of such Grantor’s Commercial Tort ClaimsEquipment;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyFixtures;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, ;
(n) all Goods;
(o) all Governmental Approvals;
(p) all Instruments;
(q) all Insurance;
(r) all Intellectual Property;
(s) all Inventory, ;
(t) all Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition ;
(u) all Letters of any Credit and Letter of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, Credit Rights;
(v) all Money;
(w) all Investments;
(x) all Receivables and Receivable Records;
(y) all proceeds of any such proceeds, or any portion thereof or interest therein, Securities Accounts and the proceeds thereof, Securities Entitlements;
(z) all books and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, records pertaining to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing Collateral;
(the “Proceeds”). Without aa) without limiting the generality of the foregoing, the term “all other personal property, goods, Accounts, Certificated Securities, Chattel Paper, Commercial Tort Claims, Commodity Accounts, Commodity Contracts, Deposit Accounts, Documents, Equipment, Fixtures, General Intangibles, Goods, Instruments, Inventory, Investment Property, Letter of Credit Rights, Letters of Credit, Money, Payment Intangibles, Proceeds” includes whatever is receivable , Equity Interests, Securities Accounts, Security Entitlements, Supporting Obligations, Uncertificated Securities, credits, claims, demands and assets of such Grantor whether now existing or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party hereafter acquired from time to time with respect time;
(bb) to the extent not otherwise included above, all Collateral Records, Collateral Support and Supporting Obligations relating to any of the Investment Related Propertyforegoing; and
(cc) to the extent not otherwise included above, all Proceeds, products, accessions, profits, rents, replacements, substations of or in respect of any of the foregoing.
Appears in 1 contract
Sources: Pledge and Security Agreement (Gastar Exploration Inc.)
Grant of Security. Each Grantor hereby unconditionally grantsgrants to the Collateral Agent, assignsfor the benefit of the Secured Parties, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in and continuing Lien on all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, title and interest in, to and under all the following property interests and assets of any kind, nature or in and to the followingany form whatsoever, of such Grantor, in each case whether now owned or hereafter acquired existing or arising in which any Grantor now has or hereafter acquires an interest and wherever located:the same may be located (all of which being hereinafter collectively referred to as the “Collateral”):
(a) all of such Grantor’s Accountseach and every Account;
(b) all of such Grantor’s Bookscash, Cash Equivalents and Investments;
(c) the Controlled Accounts and all of such Grantor’s Chattel Papermonies, securities, Instruments and other investments deposited or required to be deposited in the Controlled Accounts;
(d) all of such Grantor’s Deposit AccountsChattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper) and promissory notes;
(e) all of Commercial Tort Claims now or hereafter in existence, including such Grantor’s Equipment and fixturesclaims described on Schedule 5.2(III);
(f) all of such Grantor’s General IntangiblesDomain Names and Trade Secret Rights;
(g) Contracts, together with all of such Grantor’s InventoryContract Rights;
(h) all of such Grantor’s Investment Related Intellectual Property;
(i) all of such Grantor’s Negotiable CollateralEquipment;
(j) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by, or for the benefit of, such Grantor with any person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of such Grantor’s rights in respect of Supporting Obligationsthe foregoing;
(k) all of such Grantor’s Commercial Tort ClaimsDocuments;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyGeneral Intangibles;
(m) all Goods;
(n) all Instruments;
(o) all Inventory;
(p) all Financial Assets and Investment Related Property;
(q) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(r) all Permits;
(s) 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;
(t) all Supporting Obligations;
(u) all intercompany claims (including, without limitations, claims arising from the distribution by Borrower of proceeds of the Credit Agreement);
(v) all Securities and products, whether tangible all options and warrants to purchase Securities;
(w) all NDAs and ANDAs and any escrow account with the Depository Bank holding any such NDAs or intangible, of ANDAs in escrow;
(x) all Insurance;
(y) all Receivables and Receivables Records;
(z) all Money;
(aa) all Security Entitlements in any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, ;
(bb) to the extent not otherwise includedincluded above, all other personal property of any indemnitykind and all Collateral Records, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect Collateral Support and Supporting Obligations relating to any of the foregoing (the “Proceeds”). Without limiting the generality and all of the foregoing; and
(cc) to the extent not otherwise included above, the term “all Proceeds” includes whatever is receivable , products, accessions, rents and profits of or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds in respect of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any and all of the Investment Related Propertyforegoing.
Appears in 1 contract
Sources: Pledge and Security Agreement (Kv Pharmaceutical Co /De/)
Grant of Security. Each As collateral security for the prompt and complete payment and performance when due of all Secured Obligations, each Grantor hereby unconditionally grants, assigns, pledges, and pledges grants to each the Collateral Agent for the benefit of the Secured Party Parties a separate, lien on and continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) Grantor’s right, title and interest in, to and under, all items described in this Section 2, whether now owned or hereafter acquired or arising by such Grantor and wherever located and whether now owned or hereafter existing or arising (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Bookscash and cash equivalents;
(c) all of such Grantor’s Chattel PaperCash Collateral;
(d) all of such Grantor’s Deposit AccountsCertificated Equipment;
(e) all of such Grantor’s Equipment and fixturesChattel Paper;
(f) all of such Grantor’s General IntangiblesCommercial Tort Claims;
(g) all of such Grantor’s InventoryCommodity Accounts;
(h) all of Contracts, all Contract Rights, Contract Documents and Accounts associated with such Grantor’s Investment Related PropertyContracts and each and every document granting security to such Grantor under any such Contract;
(i) all of such Grantor’s Negotiable CollateralDeposit Accounts;
(j) all of such Grantor’s rights in respect of Supporting ObligationsDocuments;
(k) all of such Grantor’s Commercial Tort ClaimsEquipment;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyFixtures;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, ;
(n) all Goods;
(o) all Governmental Approvals;
(p) all Instruments;
(q) all Insurance;
(r) all Intellectual Property;
(s) all Inventory, ;
(t) all Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition ;
(u) all Letters of Credit and Letter of Credit Rights;
(v) all Money;
(w) all Investments;
(x) all Receivables and Receivable Records;
(y) all Securities Accounts and Securities Entitlements;
(z) any of the foregoing, the proceeds of right to receive a payment under any award Swap Agreement in condemnation connection with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, a termination thereof;
(aa) all books and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, records pertaining to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing Collateral;
(the “Proceeds”). Without bb) without limiting the generality of the foregoing, the term “all other personal property, goods, Accounts, Certificated Securities, Chattel Paper, Commercial Tort Claims, Commodity Accounts, Commodity Contracts, Deposit Accounts, Documents, Equipment, Fixtures, General Intangibles, Goods, Instruments, Inventory, Investment Property, Letter of Credit Rights, Letters of Credit, Money, Payment Intangibles, Proceeds” includes whatever is receivable , Securities, Securities Accounts, Security Entitlements, Supporting Obligations, Uncertificated Securities, credits, claims, demands and assets of such Grantor whether now existing or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party hereafter acquired from time to time with respect time;
(cc) to the extent not otherwise included above, all Collateral Records, Collateral Support and Supporting Obligations relating to any of the Investment Related Propertyforegoing; and
(dd) to the extent not otherwise included above, all Proceeds, products, accessions, profits, rents, replacements, substations of or in respect of any of the foregoing.
Appears in 1 contract
Sources: Pledge and Security Agreement (Gastar Exploration Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, and hereby confirms, reaffirms and restates its prior grant and pledge, to secure the Secured Party Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Fixtures;
(h) all of such Grantor’s General Intangibles;
(gi) all of such Grantor’s Inventory;
(hj) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort ClaimsIntellectual Property and Intellectual Property Licenses;
(l) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);
(m) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(n) all of such Grantor’s Securities Accounts;
(o) all of such Grantor’s Supporting Obligations;
(p) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mq) all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Equity Interests of any CFC or CFC Holdco, solely to the extent that such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC or CFC Holdco (any such pledge shall be governed by the laws of the State of New York), (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests), (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law; provided, that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral, (iv) any leasehold interest except to the extent a security interest therein can be perfected by the filling of a financing statement, (v) any fee ownership interests in Real Property that has a fair market value of less than $10,000,000 or that is located in a jurisdiction other than the U.S., (vi) interests in joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent of one or more third parties other than Grantors or any of their respective Wholly-Owned Subsidiaries (after giving effect to any applicable anti-assignment provision of the Code or other applicable law), and (vii) those assets as to which the Agent and the Borrowers agree that the costs of obtaining such a security interest or perfection thereof are excessive in relation to the value to the Lenders of the security to be afforded thereby.
Appears in 1 contract
Sources: Guaranty and Security Agreement (BlueLinx Holdings Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to the Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) : all of such Grantor’s Accounts;
(b) ; all of such Grantor’s Books;
(c) ; all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) ; all of such Grantor’s Commercial Tort Claims;
; all of such Grantor’s Deposit Accounts; all of such Grantor’s Equipment; all of such Grantor’s Farm Products; all of such Grantor’s Fixtures; all of such Grantor’s General Intangibles; all of such Grantor’s Inventory; all of such Grantor’s Investment Property; all of such Grantor’s Intellectual Property and Intellectual Property Licenses; all of such Grantor’s Negotiable Collateral (l) including all of such Grantor’s Pledged Notes); all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements); all of such Grantor’s Securities Accounts; all of such Grantor’s Supporting Obligations; all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of the Agent (or its agent or designee) or any Secured Party;
(m) other member of the Lender Group; all of such Grantor’s other personal property; and all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (collectively, the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party the Agent from time to time with respect to any of the Investment Related Property. For the avoidance of doubt and without duplication of any of the foregoing above in clauses (a) through (s), Collateral shall include all of the Grantors’ property that constitutes ABL Priority Collateral and/or Noteholder Priority Collateral.
Appears in 1 contract
Sources: Credit Agreement (Chiquita Brands International Inc)
Grant of Security. Each Grantor The Debtor and the Subsidiaries hereby unconditionally grants, assigns, and pledges grant to each the Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”"SECURITY INTEREST") in and to all properties and assets of such Grantor (other than Real Property) the Debtor and the Subsidiaries, whether now owned or hereafter existing or now or hereafter acquired or arising and wherever located (collectively, the “Collateral”)located, including, without limitation, such Grantor’s right, title, and interest in and to all of the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all debts, obligations and liabilities in whatever form owing from any Person to the Debtor or any Subsidiaries, including (i) all accounts and accounts receivable, (ii) notes, bills, drafts, acceptances, instruments, documents and chattel paper, (iii) claims arising out of such Grantor’s Accountsthe use of a credit or charge card, (iv) guaranties and security therefor, (v) all right, title and interest in the property or services that gave rise thereto (including rights to reclamation and stoppage in transit and all rights of an unpaid seller of goods or services) and (vi) anything constituting an Account, Chattel Paper, Document, Instrument, Letter of Credit Right or Supporting Obligation (all hereinafter referred to as "RECEIVABLES");
(b) all inventory including (i) raw materials, work in process and finished goods, (ii) other tangible personal property held for sale or lease to be furnished under contracts of such Grantor’s Booksservice or used or consumed in the business of the Debtor or any Subsidiaries, (iii) inventory returned to or repossessed by the Debtor or any Subsidiaries and (iv) anything constituting inventory under the Uniform Commercial Code (all hereinafter referred to as "INVENTORY");
(c) all equipment and goods, including (i) machinery, computers, molds, tools, dies, motor vehicles and parts and supplies therefor, (ii) all right, title and interest in and to any goods now or hereafter held or used by the Debtor or any of such Grantor’s Chattel Paperthe Subsidiaries under any lease, lease-purchase, conditional sales, use or similar agreements, and (iii) anything other than Inventory constituting Goods (all hereinafter referred to as "EQUIPMENT");
(d) all of such Grantor’s Deposit AccountsGeneral Intangibles;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsbank accounts, or other assets certificates of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Partydeposit and anything constituting a Deposit Account (all hereinafter "DEPOSITS");
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Stock of any CFC, that (y) represents more than 65% of the outstanding voting Stock of such CFC that is a First-Tier Foreign Subsidiary (but shall include for the avoidance of doubt, 100% of the non-voting stock of such CFC that is a First-Tier Foreign Subsidiary) and (z) Stock of any Foreign Subsidiary that is not a First-Tier Foreign Subsidiary; provided, however that immediately upon the amendment of the IRC to allow the pledge of a greater percentage of voting Stock of such CFC without the possibility of adverse tax consequences, “Collateral” shall include such greater percentage of voting Stock of such CFC from that time to forward; (ii) any rights or interest in any contract, lease, permit, license, or license agreement if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (i) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement, or (3) to apply at such time as the condition causing such prohibition shall be remedied and, to the extent severable, “Collateral” shall include any portion of such lease, license, contract, or agreement that does not result in such prohibition and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Stock (including any Accounts or Stock), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Stock); (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law; provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1051(c) or a statement of use pursuant to 15 U.S.C. Section 1051(d) (or any successor provision to either), such intent-to-use trademark application shall be considered Collateral; or (iv) all of the stock of Linotype GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany; provided, however, that the Grantors agree and acknowledge that the pledge of 65% of the voting stock and 100% of the non-voting Stock shall be governed by that certain Share Pledge Agreement dated on or about the date herewith (as amended, amended and restated, or in effect from time to time) by and among Imaging Holdings Corp., Agent and certain banks and financing institutions party thereto.
Appears in 1 contract
Sources: Security Agreement (Monotype Imaging Holdings Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each of the Secured Party Parties, to secure the Secured Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal and fixture property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising every kind and wherever located (collectively, the “Collateral”)nature, including, without limitation, all of such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Documents;
(g) all of such Grantor’s Equipment;
(h) all of such Grantor’s Farm Products;
(i) all of such Grantor’s Fixtures;
(j) all of such Grantor’s General Intangibles;
(gk) all of such Grantor’s Goods;
(l) all of such Grantor’s Inventory;; US-DOCS\130282224.4
(hm) all of such Grantor’s Investment Related Property;
(in) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(o) all of such Grantor’s Negotiable Collateral;
(jp) all of such Grantor’s rights in respect Pledged Interests (including all of Supporting Obligationssuch Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(kq) all of such Grantor’s Commercial Tort ClaimsSecurities Accounts;
(lr) all of such Grantor’s Supporting Obligations;
(s) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;Agent (or its agent or designee); and
(mt) all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Farm Products, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Equity Interests of any CFC, solely to the extent that (y) such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding voting Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonably excessive (as determined by the Required Holders in consultation with Issuer) in relation to the benefits to the Secured Parties of the security afforded thereby (provided, that any pledge of voting Equity Interests of any CFC, if reasonably requested by the Required Holders, shall be governed by the laws of the jurisdiction of such Subsidiary) (the Equity Interests described in this clause (i), collectively, “Excluded Pledged Interests”), (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or US-DOCS\130282224.4 license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, Trustee’s or any Holder’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests), (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law; provided, that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral and (iv) any other property as to which the Required Holders determine (in consultation with the Issuer) that the costs of obtaining a security interest in, or Lien on, such property, or perfection thereof, are excessive in relation to the value to the Secured Parties of the security interest to be afforded thereby (clauses (i) through (iv), collectively, the “Excluded Assets”). Notwithstanding the foregoing, any and all proceeds of Excluded Assets, to the extent that the proceeds are not themselves Excluded Assets, shall be Collateral.
Appears in 1 contract
Sources: Security Agreement (Independence Contract Drilling, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to each Agent, for the benefit of the Lender Group and the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s interest with respect to any Deposit AccountsAccount;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s interest with respect to any Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent or any Secured Partyother member of the Lender Group;
(m) all of the proceeds (as that term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, whatever is collected on, or distributed on account of any of the foregoing, any and all rights arising out of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, claims arising out of the loss, non-conformity, or interference with the use of, defects, or infringement of rights in, or damage to, any of the foregoing, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, insurance, or guaranty payable by reason of loss or non-conformity of, defects or infringement of rights in, or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Stock of any CFC, solely to the extent that such Stock represents more than 65% of the outstanding voting Stock of such CFC; (ii) any rights or interest in any contract, lease, permit, license, charter or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, charter or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, charter or license agreement and such prohibition has not been waived or the consent of the other party to such contract, lease, permit, license, charter or license agreement has not been obtained (provided, that, the foregoing exclusions of this clause (ii) shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, (B) to limit, impair, or otherwise affect the Lender Group’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, license agreement, or Stock, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest of lien notwithstanding the prohibition), (iii) any application for a trademark (including, without limitation, intent to use trademark applications and any goodwill associated therewith) that would otherwise be deemed invalidated, cancelled or abandoned due to the granting of a Lien thereon unless and until such time as the granting of such Lien will not affect the validity of such trademark; or (iv) property that is subject to a Lien that is otherwise permitted by clauses (d), (f), (q), (r) and (s) of the definition of Permitted Liens; provided, that the governing documents granting such Liens prohibit the granting of Liens securing the Obligations on such property and upon the release of any such liens such property shall automatically become part of the Collateral.
Appears in 1 contract
Sources: Security Agreement (Omniture, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, assigns and pledges to the Agent for its benefit and the ratable benefit of each Secured Party of the Lender Parties, and hereby grants to the Agent for its benefit and the ratable benefit of each of the Lender Parties a separate, continuing security interest (eachin, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in in, to and to under the followingfollowing property, whether now owned or hereafter existing or acquired or arising and wherever located:(the "COLLATERAL"):
(a) all equipment in all of its forms of such Grantor’s Accounts, wherever located, including Rolling Stock (but excluding all motor vehicles, trucks and trailers), and all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor (any and all of the foregoing being the "EQUIPMENT");
(b) all inventory in all of its forms of such Grantor’s Books, wherever located, including
(i) all merchandise, goods and other personal property which are held for sale or lease, all raw materials and work in process therefor (including, without limitation, tobacco and tobacco related products), finished goods thereof, and materials used or consumed in the manufacture or production thereof,
(ii) all goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind (including goods in which such Grantor has an interest or right as consignee), and
(iii) all goods which are returned to or repossessed by such Grantor, and all accessions thereto, products thereof and documents therefor (any and all such inventory, materials, goods, accessions, products and documents being the "INVENTORY");
(c) all accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles of such Grantor’s Chattel Paper, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights of such Grantor now or hereafter existing in and to all security agreements, guaranties, leases and other contracts securing or otherwise relating to any such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles being the "RECEIVABLES", and any and all such security agreements, guaranties, leases and other contracts being the "RELATED CONTRACTS");
(d) all Intellectual Property Collateral of such Grantor’s Deposit Accounts;
(e) all books, records, writings, data bases, information and other property of such Grantor’s Equipment and fixtureseach Grantor relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to any of the foregoing in this SECTION 2.1;
(f) all of such Grantor’s General Intangibles;'s other property and rights of every kind and description and interests therein; and
(g) all products, offspring, rents, issues, profits, returns, income and proceeds of and from any and all of the foregoing Collateral (including proceeds which constitute property of the types described in CLAUSES (A), (B), (C), (D), (E) and (F) above, proceeds deposited from time to time in the Collateral Account and in any lockboxes of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, all payments under insurance (whether or not the Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”Collateral). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Grant of Security. Each The Grantor hereby unconditionally grants, assigns, assigns and pledges to each Secured Party the Purchaser, and hereby grants to the Purchaser a separate, continuing security interest (eachin, a “Security Interest” and, collectively, all of the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:(the "COLLATERAL"):
(a) all equipment in all of its forms, wherever located, now or hereafter existing, all fixtures and all parts thereof and all accessions thereto (any and all such Grantor’s Accountsequipment, fixtures, parts and accessions being the "EQUIPMENT");
(b) all inventory in all of its forms, wherever located, now or hereafter existing (including, but not limited to, (i) all raw materials and work in process therefor, finished goods thereof, and materials used or consumed in the manufacture or production thereof, (ii) goods in which the Grantor has an interest in mass or a joint or other interest or right of any kind (including, without limitation, goods in which the Grantor has an interest or right as consignee), and (iii) goods which are returned to or repossessed by the Grantor), 18 and all accessions thereto and products thereof and documents therefor (any and all such Grantor’s Booksinventory, accessions, products and documents being the "INVENTORY");
(c) all accounts, contract rights, chattel paper, instruments, deposit accounts, general intangibles and other obligations of any kind, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights now or hereafter existing in and to all security agreements, leases, and other contracts securing or otherwise relating to any such Grantor’s Chattel Paper;accounts, contract rights, chattel paper, instruments, deposit accounts, general intangibles or obligations (any and all such accounts, contract rights, chattel paper, instruments, deposit accounts, general intangibles and obligations being the "Receivables", and any and all such leases, security agreements and other contracts being the "Related Contracts"); and
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control proceeds of any Secured Party;
(m) and all of the foregoing Collateral (including, without limitation, proceeds and products, whether tangible or intangible, of any which constitute property of the foregoing, including proceeds types described in clauses (a) - (c) of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, this Section 1) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Purchaser is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing Collateral and (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertyii) cash.
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (Vision Twenty One Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party Agent, for the benefit of the Lender Group and the Bank Product Provider, a separate, continuing security interest (each, a herein referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;; BN 1225970v4
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Partyother member of the Lender Group;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, Commercial Tort Claims, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Sources: Security Agreement (Teltronics Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;; Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission.
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding the foregoing the term Collateral shall not include (i) any rights or interest in any contract, lease, permit, license, charter or license agreement covering personal property of a Grantor if under the terms of such contract lease, permit, license, charter or license agreement, or applicable law with respect thereto, the valid grant of a security interest or lien therein to Agent is prohibited as a matter of law or under the terms of such contract (including where the violation of any such prohibition would result in the termination of the applicable contract), lease, permit, license, charter or license agreement and such prohibition has not been or is not waived or the consent of the other party to such contract, lease, permit license, charter or license agreement has not been or is not otherwise obtained; provided, that, the foregoing exclusion shall in no way be construed (a) to apply if any described prohibition is unenforceable under Section 9-406, 9-407, or 9-408 of the Code or other applicable law, or (b) so as to limit, impair or otherwise affect Agent’s continuing security interests in and liens upon any rights or interests of a Grantor in or to monies due or to become due under any described contract, lease permit, license, charter or license agreement (including any Accounts), or (c) to limit, impair, or otherwise affect Agent’s continuing security interests in and liens upon any rights or interest of a Grantor in and to any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, license agreement, (ii) voting Stock of any CFC, solely to the extent that (x) such Stock represents more than 65% of the outstanding voting Stock of any such CFC that is a first tier Subsidiary of Parent or other Loan Party or 0% of the outstanding voting Stock of any Subsidiary of such first tier Subsidiary of Parent or other Loan Party, and (y) pledging or hypothecating more than the foregoing amount of the total outstanding voting Stock of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits of Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), or (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission.
Appears in 1 contract
Sources: Security Agreement (Oclaro, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each the Lender to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:, but excluding all Excluded Assets (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s BooksBooks and Records;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Goods and Inventory;
(h) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(i) all of such Grantor’s Investment Related Property;
(ij) all of such Grantor’s Negotiable Collateral;
(jk) all of such Grantor’s rights in respect of Supporting Obligations;
(kl) all of such Grantor’s Commercial Tort Claims;
(lm) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyLender (or its agent or designee);
(n) all choses in action and all other personal property of such Grantor, whether tangible or intangible to the extent not covered by clauses (a) through (m) above;
(o) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Goods, Inventory, Investment Related Property, Negotiable Collateral, Records, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Lender from time to time with respect to any of the Investment Related Property; and
(p) all other existing and future tangible and intangible assets of such Grantor. For the avoidance of doubt, any property or assets of any Grantor which constitute Excluded Assets are not “Collateral” and are not subject to the terms of this Agreement (other than Section 5 to the extent provided therein); provided that notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall include an Excluded Asset immediately and automatically at such time as the condition causing such asset to be excluded no longer exists and, to the extent severable, any portion of such asset will not be so excluded and such asset shall be subject to the provisions of this Security Agreement.
Appears in 1 contract
Sources: Security Agreement (Platinum Energy Solutions, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges pledges, to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, and hereby reaffirms its prior grant, assignment and pledge pursuant to the Existing Security Documents, to secure the Secured Party Obligations, a separate, continuing security interest (each, a “hereinafter referred to as the "Security Interest” and, collectively, the “Security Interests”") in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the "Collateral"):
(a) all of such Grantor’s 's Accounts;
(b) all of such Grantor’s 's Books;
(c) all of such Grantor’s 's Chattel Paper;
(d) all of such Grantor’s Deposit Accounts's Commercial Tort Claims;
(e) all of such Grantor’s Equipment and fixtures's Deposit Accounts;
(f) all of such Grantor’s General Intangibles's Equipment;
(g) all of such Grantor’s Inventory's Farm Products;
(h) all of such Grantor’s Investment Related Property's Fixtures;
(i) all of such Grantor’s Negotiable Collateral's General Intangibles;
(j) all of such Grantor’s rights in respect of Supporting Obligations's Inventory;
(k) all of such Grantor’s Commercial Tort Claims's Investment Property;
(l) all of such Grantor’s 's Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor's Negotiable Collateral;
(n) all of such Grantor's Pledged Interests (including all of such Grantor's Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor's Securities Accounts;
(p) all of such Grantor's Supporting Obligations;
(q) all of such Grantor's money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “"Proceeds”"). Without limiting the generality of the foregoing, the term “"Proceeds” " includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Sources: Guaranty and Security Agreement (MGP Ingredients Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, as security for its Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all of such Grantor’s undertaking, property, right, title and assets of such Grantor (other than Real Property) every nature and kind including its interest in and to the following, in all cases whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts[Reserved];
(e) all of such Grantor’s Equipment and fixturesdeposit accounts;
(f) all of such Grantor’s Equipment;
(g) [Reserved];
(h) [Reserved];
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);
(n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor’s Securities Accounts;
(p) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the PPSA) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accountsdeposit accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty guarantee payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty guarantee payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. The security interest is intended to operate as a fixed and specific charge of all of the Collateral presently existing, and with respect to all future Collateral, to operate as a fixed and specific charge of such future Collateral. Each Grantor acknowledges that value has been given. The security interest of each Grantor is intended to attach, as to all of the Collateral, upon the execution by such Grantor of this Agreement. The security interest in any after-acquired property included in the Collateral attaches to that property immediately upon the acquisition of rights in that property by the applicable Grantor.
Appears in 1 contract
Sources: Guarantee and Security Agreement (API Technologies Corp.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, collaterally assigns and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (collectively, the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Fixtures;
(h) all of such Grantor’s General Intangibles;
(gi) all of such Grantor’s Inventory;
(hj) all of such Grantor’s Investment Related Property;
(ik) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(l) all of such Grantor’s Negotiable Collateral;
(jm) all of such Grantor’s rights in respect Pledged Interests (including all of Supporting Obligationssuch Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(kn) all of such Grantor’s Commercial Tort ClaimsSecurities Accounts;
(lo) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartySupporting Obligations;
(mp) all of such Grantor’s money and Cash Equivalents; and
(q) all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.
(1) payroll and other employee wage and benefit accounts, (2) tax accounts, including, without limitation, sales tax accounts, (3) escrow accounts, (4) zero balance accounts and (5) fiduciary or trust accounts, including Trust Fund Accounts, and, in the case of clauses (1) through (5), the funds or other property held in or maintained in any such account; (J) serial numbered goods, motor vehicles and other assets subject to certificates of title; (K) any Commercial Tort Claim with a value not in excess of $1,000,000; and (L) any real property other than Material Real Property Assets; provided that any property of the Borrower or any Grantor that is subject to a Lien for the benefit of the Notes Collateral Agent under the Senior Secured Notes Documents shall be deemed not to be an “Excluded Asset” Further, no Grantor shall be required to perfect the Security Interests granted by this Agreement or the pledges, collateral assignments or grants of security interests pursuant to Section 3 of this Agreement by any means other than by, (a) “all asset” filings pursuant to the Code in the office of the secretary of state (or similar central filing office) of the relevant state(s); (b) filings in (i) the PTO with respect to any U.S. registered or applied for patents and trademarks and (ii) the United States Copyright Office of the Library of Congress with respect to copyright registrations, in the case of each of clause (i) and (ii), constituting Collateral; (c) Mortgages with respect to Material Real Property Assets and fixtures constituting Collateral; and (d) delivery to Agent to be held in its possession of all Collateral consisting of (i) certificates representing Pledged Interests and (ii) all promissory notes and other instruments constituting Collateral; provided that promissory notes and instruments having an aggregate principal amount equal to or less than (A) in the case of ABL Priority Collateral, $1,000,000, and (B) in the case of Notes Priority Collateral, $5,000,000, need not be delivered to Agent; provided, further, that, notwithstanding anything to the contrary herein or in any other Loan Document, no Grantor shall be required (x) to take any action (1) outside of the United States with respect to any assets located outside of the United States, (2) in any non-U.S. jurisdiction or (3) required by the laws of any non-U.S. jurisdiction to create, perfect or maintain any security interest or otherwise; or (y) to take any action with respect to (1) except as otherwise expressly provided for under this Agreement with respect to ABL Priority Collateral, perfecting a Lien with respect to Letters of Credit, Letter of Credit Rights, Commercial Tort Claims or Chattel Paper or (2) assets subject to a certificate of title or similar statute (in each case, other than the filing of customary “all asset” UCC-1 financing statements).
Appears in 1 contract
Sources: Guaranty and Security Agreement (CPI Card Group Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a “hereinafter referred to as the "Security Interest” and, collectively, the “Security Interests”") in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the "Collateral"):
(a) all of such Grantor’s 's Accounts;
(b) all of such Grantor’s 's Books;
(c) all of such Grantor’s 's Chattel Paper;
(d) all of such Grantor’s 's Deposit Accounts;
(e) all of such Grantor’s 's Equipment and fixturesFixtures;
(f) all of such Grantor’s 's General Intangibles;
(g) all of such Grantor’s 's Inventory;
(h) all of such Grantor’s 's Investment Related Property;
(i) all of such Grantor’s 's Negotiable Collateral;
(j) all of such Grantor’s rights in respect of 's Supporting Obligations;
(k) all of such Grantor’s 's Commercial Tort Claims;
(l) all of such Grantor’s 's money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Partyother member of the Lender Group;
(m) all of such Grantor's other personal property; and
(n) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “"Proceeds”"). Without limiting the generality of the foregoing, the term “"Proceeds” " includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term "Collateral" shall not include: (i) voting Stock of any CFC, solely to the extent that (y) such Stock represents more than 65% of the outstanding voting Stock of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding voting Stock of such CFC would result in material adverse tax consequences; or (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent's security interest or lien notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent's, any other member of the Lender Group's or any Bank Product Provider's continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Stock (including any Accounts or Stock), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Stock); (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral, or (iv) Equipment or other assets or any proceeds thereof owned by any Grantor on the date hereof or hereafter acquired that is subject to a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease if the contract or other agreement in which such Permitted Lien is granted (or the documentation providing for such Indebtedness in respect of purchase money financing) prohibits the creation of any other Lien on such Equipment, other assets or proceeds.
Appears in 1 contract
Grant of Security. Each Grantor (other than Holdings) hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
; (b) all of such Grantor’s Books;
; (c) all of such Grantor’s Chattel Paper;
; (d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
, including, without limitation, those described on Schedule 1; (e) all of such Grantor’s Deposit Accounts; (f) all of such Grantor’s Equipment; (g) all of such Grantor’s Farm Products; (h) all of such Grantor’s Fixtures; (i) all of such Grantor’s General Intangibles; (j) all of such Grantor’s Inventory; (k) all of such Grantor’s Investment Property; (l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses; (m) all of such Grantor’s Negotiable Collateral; (n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements); (o) all of such Grantor’s Securities Accounts; (p) all of such Grantor’s Supporting Obligations; (q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;
other member of the Lender Group; and (mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, 14 or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Holdings hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Obligations, a continuing Security Interest in all of such Grantor’s right, title, and interest in and to the Pledged Collateral. Notwithstanding anything contained in this Agreement to the contrary, the terms “Collateral” and “Pledged Collateral” shall not include the following (the “Excluded Property”): (i) voting Equity Interests of any CFC, solely to the extent that such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); or (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); or (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that, upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.
Appears in 1 contract
Sources: Guaranty and Security Agreement
Grant of Security. Each As security for the payment or performance, as the case may be, in full of the Secured Obligations (as defined below), each Grantor hereby unconditionally grants, assigns, assigns (except in the case of ULC Shares (as hereinafter defined) and pledges to each the Collateral Agent, for the benefit of the Secured Party Parties, and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a separate, continuing security interest (eachin, a “Security Interest” andsuch Grantor’s right, collectivelytitle and interest in and to the following, the “Security Interests”) in all assets each case, as to each type of such Grantor (other than Real Property) property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising and wherever located (collectively, the “Collateral”):
(a) all Accounts;
(b) all Money and Cash Equivalents;
(c) all Chattel Paper;
(d) all Documents of Title;
(e) all Equipment;
(f) all Goods;
(g) all Instruments;
(h) all Intangibles;
(i) all Inventory;
(j) all Letters of Credit;
(k) the following (the “Security Collateral”):
(i) all indebtedness from time to time owed to such Grantor, including, without limitation, the indebtedness set forth opposite such Grantor’s name on and otherwise described on Schedule II (as such Schedule II may be supplemented from time to time by supplements to this Agreement) (all such indebtedness being the “Pledged Debt”), and the instruments and promissory notes, if any, evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt;
(ii) all Equity Interests of any Person from time to time acquired, owned or held directly by such Grantor in any manner, including, without limitation, the Equity Interests owned or held by each Grantor set forth opposite such Grantor’s name on and otherwise described on Schedule II (as such Schedule II may be supplemented from time to time by supplements to this Agreement) (all such Equity Interests being the “Pledged Interests”), and the certificates, if any, representing such shares or units or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other Equity Interests and all warrants, rights or options issued thereon or with respect thereto; provided that such Grantor shall not be required to pledge, and the terms “Pledged Interests” and “Security Collateral” used in this Agreement shall not include, any voting Equity Interests that constitutes Excluded Property; and
(iii) all Investment Property and all Financial Assets, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange therefor and all warrants, rights or options issued thereon or with respect thereto;
(l) all contracts and agreements between any Grantor and one or more additional parties (including, without limitation, any Swap Contracts, licensing agreements and any partnership agreements, joint venture agreements, limited liability company agreements) and the IP Agreements (as hereinafter defined), in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the “Assigned Agreements”), including, without limitation, all rights of such Grantor’s right, title, and interest in Grantor to receive money due and to become due under or pursuant to the following, whether now owned or hereafter acquired or arising and wherever located:
Assigned Agreements (a) all of such Grantor’s AccountsCollateral being the “Agreement Collateral”);
(bm) all of such Grantor’s Books;
the following (ccollectively, excluding clauses (viii) all of such Grantor’s Chattel Paper;
and (dix) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;below, the “Intellectual Property Collateral”):
(i) all of such Grantor’s Negotiable Collateralpatents, patent applications, utility models, statutory invention registrations and all inventions claimed or disclosed therein and all improvements thereto (“Patents”);
(jii) all trade-marks, trade-▇▇▇▇ applications, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether registered or unregistered (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and so long as, creation of such Grantor’s a security interest therein or the assignment thereof would result in the loss of any material rights therein), together, in respect of Supporting Obligationseach case, with the goodwill symbolized thereby (“Trade-marks”);
(kiii) all of such Grantor’s Commercial Tort Claimscopyrights, including, without limitation, copyrights in Computer Software (as hereinafter defined), internet web sites and the content thereof, whether registered or unregistered (“Copyrights”);
(liv) all of such Grantor’s moneycomputer software, cashprograms and databases (including, cash equivalentswithout limitation, or other assets of each such Grantor that now or hereafter come into the possessionsource code, custodyobject code and all related applications and data files), or control firmware and documentation and materials relating thereto, and any substitutions, replacements, improvements, error corrections, updates and new versions of any Secured Partyof the foregoing (“Computer Software”);
(mv) all confidential and proprietary information, including, without limitation, know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information, and all other intellectual, industrial and intangible property of the proceeds any type, including, without limitation, mask works;
(vi) all industrial designs and productsintangibles of like nature and all reissues, confirmations, divisions, continuations-in-part, renewals or extensions thereof, whether tangible registered or intangibleunregistered (collectively, of “Industrial Designs”);
(vii) all registrations and applications for registration for any of the foregoing, including proceeds including, without limitation, those registrations, recordings and pending applications for registration at the U.S. Patent and Trademark Office (the “USPTO”) or the U.S. Copyright Office (the “USCO”) and the Canadian Intellectual Property Office (the “CIPO”) or any similar offices in any other country set forth in Schedule III hereto (as such Schedule III may be supplemented from time to time by supplements to this Agreement, each such supplement being substantially in the form of insurance Exhibit C hereto (an “IP Security Agreement Supplement”) executed by such Grantor to the Collateral Agent from time to time), together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;
(viii) all rights in the foregoing provided by international treaties or Commercial Tort Claims covering conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;
(ix) all agreements, permits, consents, orders and franchises relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchangedevelopment, collection, use or other disposition disclosure of any of the foregoingforegoing to which such Grantor, the proceeds of now or hereafter, is a party or a beneficiary (“IP Agreements”); and
(x) any award in condemnation and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages;
(n) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any rebates of the Collateral;
(o) all other tangible and intangible personal property of whatever nature whether or refundsnot covered by the PPSA; and
(p) all proceeds of, whether for taxes collateral for, income, royalties and other payments now or otherwise, hereafter due and payable with respect or relating to any and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the aboveCollateral (including, whether insured or not insuredwithout limitation, proceeds and collateral that constitute property of the types described in clauses (a) through (o) of this Section 1), and, to the extent not otherwise included, all payments under insurance covering any Collateral (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.Collateral;
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns to Secured Party, and pledges hereby grants to each Secured Party a separate, continuing security interest (eachin, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in and to the following, in each case whether now owned or hereafter acquired existing or arising in which Grantor now has or hereafter acquires an interest and wherever located:the same may be located (the "COLLATERAL"):
(a) all inventory in all of its forms (including (i) all goods held by Grantor for sale or lease or to be furnished under contracts of service or so leased or furnished, (ii) all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in Grantor’s Accounts's business, (iii) all goods in which Grantor has an interest in mass or a joint or other interest or right of any kind, and (iv) all goods which are returned to or repossessed by Grantor) and all accessions thereto and products thereof (all such inventory, accessions and products being the "INVENTORY") and all negotiable documents of title (including warehouse receipts, dock receipts and bills of lading) issued by any Person covering any Inventory (any such negotiable document of title being a "NEGOTIABLE DOCUMENT OF TITLE");
(b) all accounts, contract rights, chattel paper, documents, instruments, general intangibles and other rights and obligations of any kind and all rights in, to and under all security agreements, leases and other contracts securing or otherwise relating to any such Grantor’s Booksaccounts, contract rights, chattel paper, documents, instruments, general intangibles or other obligations (any and all such accounts, contract rights, chattel paper, documents, instruments, general intangibles and other obligations being the "ACCOUNTS", and any and all such security agreements, leases and other contracts being the "RELATED CONTRACTS");
(c) all trademarks, tradenames, tradesecrets, business names, patents, patent applications, licenses, copyrights, registrations and franchise rights, and all goodwill associated with any of such Grantor’s Chattel Paper;the foregoing; and
(d) all proceeds, products, rents and profits of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment or from any and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, foregoing Collateral and, to the extent not otherwise included, all payments under insurance (whether or not Secured Party is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”)Collateral. Without limiting the generality For purposes of the foregoingthis Agreement, the term “Proceeds” "PROCEEDS" includes whatever is receivable or received when Investment Related Property Collateral or proceeds are sold, exchanged, collected, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);
(n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor’s Securities Accounts;
(p) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) Investment Property or General Intangibles constituting the voting Equity Interests of a Grantor in or to any Foreign Joint Venture or any Foreign Subsidiary, except solely to the extent that such Equity Interests represent less than 65% of the outstanding voting Equity Interests of ARC Canada or any other Foreign Subsidiary directly owned by a Grantor; (ii) any property subject to any negative pledge clauses or other restrictions on assignment pursuant to Capital Leases, Synthetic Lease Obligations or documentation regarding Purchase Money Indebtedness or other purchase money security interests or other property as contemplated under clause (e)(iii) of the definition of Permitted Indebtedness in the Credit Agreement, if the Liens granted pursuant to such Capital Leases, Synthetic Lease Obligations or documentation regarding Purchase Money Indebtedness or other purchase money security interests or documentation are Permitted Liens and the Indebtedness incurred thereunder is permitted to be incurred under Section 6.1 of the Credit Agreement (provided that such property shall be considered Collateral immediately and automatically when such property is not subject to such documentation); (iii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor (including any Investment Property constituting Equity Interests of Unis Document Solutions Co., Ltd to the extent a pledge thereof would violate any organizational documents of such Person) if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein would result in the abandonment, invalidation, unlawfulness or unenforceability of any right or interest of any Grantor therein or is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; (iv) any fee or leasehold interests in Real Property prior to Agent’s request for a Mortgage following the occurrence of an Event of Default or the granting of a mortgage in such real property to Term Agent; or (v) any motor vehicles.
Appears in 1 contract
Sources: Guaranty and Security Agreement (Arc Document Solutions, Inc.)
Grant of Security. Each As collateral security for the payment, performance and observance of all of the Secured Obligations, each Grantor (other than Parent) hereby unconditionally grants, collaterally assigns, and pledges to each Collateral Agent, for the benefit of the Secured Party Parties, to secure the Secured Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) with respect to each Grantor:
(i.) all of such GrantorG▇▇▇▇▇▇’s Accounts;
(bii.) all of such Grantor’s Books;
(ciii.) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(kiv.) all of such Grantor’s Commercial Tort Claims;
(lv.) all of such G▇▇▇▇▇▇’s Contract Rights;
(vi.) all of such Grantor’s Deposit Accounts;
(vii.) all of such Grantor’s Documents;
(viii.) all of such Grantor’s Equipment;
(ix.) all of such Grantor’s Farm Products;
(x.) all of such Grantor’s Fixtures;
(xi.) all of such Grantor’s General Intangibles;
(xii.) all of such Grantor’s Instruments;
(xiii.) all of such Grantor’s Inventory;
(xiv.) all of such Grantor’s Investment Property;
(xv.) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(xvi.) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);
(xvii.) all of such Grantor’s Payment Intangibles;
(xviii.) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements);
(xix.) all of such Grantor’s Securities Accounts;
(xx.) all of such G▇▇▇▇▇▇’s Supporting Obligations;
(xxi.) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Collateral Agent (or its agent or designee) or any other member of the Secured Party;Parties; and
(mb) with respect to all Grantors (other than Parent), all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Farm Products, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Collateral Agent from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Sources: Security Agreement (Unique Logistics International, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, grants and pledges to each Secured Party Agent (and its agents and designees), for the benefit of the Lender Group and the Bank Product Providers, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets personal property, of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, hereinafter referred to as the “CollateralSecurity Interest”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s interest with respect to any Deposit AccountsAccount;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s interests in Commercial Tort Claims, including, without limitation those Commercial Tort Claims listed on Schedule 6 to the Disclosure Letter;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Partyother member of the Lender Group;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims commercial tort claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, Commercial Tort Claims, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoingproperty of Grantors, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing Collateral (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes includes, without limitation, proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, and hereby confirms, reaffirms and restates the prior grant thereof pursuant to the Existing Security Agreement, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsAccounts (but not deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Grantor’s employees);
(e) all of such Grantor’s Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Party Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties a separate, continuing security interest (eachin, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s its right, title, title and interest in and to the following, whether now owned or hereafter existing or acquired or arising and wherever located:(collectively, the "Collateral"):
(a) all Equipment of such Grantor’s Accounts;
(b) all Inventory of such Grantor’s Books;
(c) all Receivables Collateral forms, including all Accounts, Documents, Instruments, Health-Care-Insurance Receivables and Chattel Paper, of such Grantor’s Chattel Paper;
(d) to the extent not included under clause (c) above, all Material Contract Collateral of such Grantor’s Deposit Accounts;
(e) all General Intangibles, including all Payment Intangibles, of such Grantor’s Equipment and fixtures;
(f) all Supporting Obligations of such Grantor’s General Intangibles;
(g) all Investment Property, including all Securities Accounts, of such Grantor’s Inventory;
(h) all Deposit Accounts of such Grantor’s Investment Related Property;
(i) all Commercial Tort Claims of such Grantor’s Negotiable CollateralGrantor described in Part E of Schedule I hereto (as such Schedule may be supplemented from time to time pursuant to Section 4.14 or otherwise);
(j) all other Goods of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims's books, records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing in this Section 2.1;
(l) all of such Grantor’s money's other property and rights of every kind and description and interests therein, cashincluding all moneys, cash equivalentssecurities and other property, or other assets of each such Grantor that now or hereafter come into held or received by, or in transit to, the possessionAdministrative Agent or any Secured Party from or for such Grantor, whether for safekeeping, pledge, custody, transmission, collection or control of any Secured Party;otherwise; and
(m) all Proceeds of any and all of the proceeds and products, whether tangible or intangible, of any of foregoing Collateral. Notwithstanding the foregoing, including proceeds (i) no account, instrument, chattel paper or other obligation or property of insurance or Commercial Tort Claims covering or relating to any or all of the foregoingkind due from, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, moneyowed by, or other tangible belonging to, a Sanctioned Person or intangible property resulting from Sanctioned Entity, (ii) any lease in which the sale, lease, license, exchange, collection, lessee is a Sanctioned Person or other disposition Sanctioned Entity or (iii) any key man life insurance policy of any of which the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, Borrower or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever Guarantor is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertya beneficiary shall be Collateral.
Appears in 1 contract
Sources: Security Agreement (Integra Lifesciences Holdings Corp)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor▇▇▇▇▇▇▇’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(il) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral;
(jn) all of such Grantor’s rights in respect Pledged Interests (including all of Supporting Obligationssuch Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(ko) all of such ▇▇▇▇▇▇▇’s Securities Accounts;
(p) all of such Grantor’s Commercial Tort ClaimsSupporting Obligations;
(lq) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.loss
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each the Agent, for the benefit of the Lenders, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:, but excluding all Excluded Assets, the certificate of deposit issued by JPMorgan to Borrower in the amount of $85,000 securing the JPMorgan Credit Card Debt and the Lien of ▇▇▇▇▇▇ Express Financial Services Corporation in and to the letter of credit issued by JPMorgan to ▇▇▇▇▇▇ Express Financial Services Corporation for the account of Borrower in the amount of $100,000 securing the ▇▇▇▇▇▇ Fuel Card Debt (the “Collateral”):
(a) all of such Grantor’s 's Accounts;
(b) all of such Grantor’s Books's Books and Records;
(c) all of such Grantor’s 's Chattel Paper;
(d) all of such Grantor’s 's Deposit Accounts;
(e) all of such Grantor’s 's Equipment and fixturesFixtures;
(f) all of such Grantor’s 's General Intangibles;
(g) all of such Grantor’s 's Goods and Inventory;
(h) all of such Grantor’s Investment Related Property's Intellectual Property and Intellectual Property Licenses;
(i) all of such Grantor’s Negotiable Collateral's Investment Related Property;
(j) all of such Grantor’s rights in respect of Supporting Obligations's Negotiable Collateral;
(k) all of such Grantor’s Commercial Tort Claims's Supporting Obligations;
(l) all of such Grantor’s 's Commercial Tort Claims;
(m) all of such Grantor's money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent or any Secured PartyLender (or its agent or designee);
(n) all choses in action and all other personal property of such Grantor, whether tangible or intangible to the extent not covered by clauses (a) through (m) above;
(o) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Goods, Inventory, Investment Related Property, Negotiable Collateral, Records, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property; and
(p) all other existing and future tangible and intangible assets of such Grantor. For the avoidance of doubt, any property or assets of any Grantor which constitute Excluded Assets are not “Collateral” and are not subject to the terms of this Agreement (other than Section 5 to the extent provided therein); provided that notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall include an Excluded Asset immediately and automatically at such time as the condition causing such asset to be excluded no longer exists and, to the extent severable, any portion of such asset will not be so excluded and such asset shall be subject to the provisions of this Agreement.
Appears in 1 contract
Sources: Security Agreement (Platinum Energy Solutions, Inc.)
Grant of Security. (a) Each Grantor hereby unconditionally grants, assignspledges, transfers and collaterally assigns to the Collateral Agent, for the benefit of the Secured Parties, as collateral security for all Obligations, a continuing first priority security interest in, and pledges to each Secured Party a separateLien upon, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s its right, title, title and interest in in, to and to the followingunder, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment its assets and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights property, including personal and real property, in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, case whether tangible or intangible, of any wheresoever located, and whether now owned by it or hereafter acquired and whether now existing or hereafter coming into existence, including each of the foregoingfollowing (all of the property described in this Section 11.01(a) being collectively referred to herein as the “Collateral”, provided that any Excluded Property shall not be Collateral):all Accounts; (ii) all cash (including proceeds of insurance or Cash Equivalents); (iii) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (iv) all Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to which a Commercial Tort Action was commenced described on Schedule 3.21(g) hereto (together with any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise Commercial Tort Claims with respect to any of the foregoing which a Commercial Tort Action was commenced);all Deposit Accounts (the “Proceeds”other than Excluded Accounts). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when ; (vi) all receivables (including credit card receivables); (vii) all contracts rights; (viii) all Documents; (ix) all Equipment and Goods; (x) all Fixtures; (xi) all General Intangibles; (xii) all Instruments; (xiii) all Intellectual Property; (xiv) all Inventory; (xv) all Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed Property; (xvi) all Letter-of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.-Credit Rights; (xvii) all Money; 98
Appears in 1 contract
Sources: Credit Agreement (Sunnova Energy International Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each the Secured Party Party, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Propertyreal property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”)located, including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (collectively, the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any the Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “"Proceeds” " includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any the Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Sources: Security Agreement (Workstream Inc)
Grant of Security. (a) Each Grantor that is not a Regulated Subsidiary Guarantor hereby unconditionally grantsgrants to the Collateral Trustee, assignsfor the benefit of the Secured Parties, and pledges to each Secured Party a separate, continuing security interest (eachin and continuing lien on all of such Grantor’s right, a “Security Interest” andtitle and interest in, collectively, the “Security Interests”) in to and under all assets personal property of such Grantor (other than Real Property) including, but not limited to the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, all of which being hereinafter collectively referred to as the “Non-Regulated Obligor Collateral”):
(i) Accounts;
(ii) Contracts;
(iii) Chattel Paper;
(iv) Documents;
(v) General Intangibles;
(vi) Goods (including all of its Equipment, Fixtures and Inventory), together with all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(vii) Instruments;
(viii) Insurance;
(ix) Intellectual Property;
(x) Investment Related Property (including, without limitation, Deposit Accounts);
(xi) Letter of Credit Rights;
(xii) Money;
(xiii) Receivables and Receivables Records;
(xiv) Commercial Tort Claims now or hereafter described on Schedule 5.2(III);
(xv) to the extent not otherwise included above, all other personal property of any kind and all Collateral Records, Collateral Support and Supporting Obligations relating to any of the foregoing; and
(xvi) to the extent not otherwise included above, all Proceeds, products, accessions, rents and profits of or in respect of any of the foregoing.
(b) Each Grantor that is a Regulated Subsidiary Guarantor hereby grants to the Collateral Trustee, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title, title and interest in in, to and to under the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located:
located (a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;which being hereinafter collectively referred to as the “Available Cash Collateral”):
(i) Available Cash and any Deposit Accounts, Securities Accounts and Commodity Accounts in which any Available Cash is held, and all of such Grantor’s Negotiable CollateralInvestment Related Property and General Intangibles related thereto;
(jii) to the extent not otherwise included above, all other personal property of such Grantor’s rights any kind and all Collateral Records, Collateral Support and Supporting Obligations relating to any of the foregoing; and
(iii) to the extent not otherwise included above, all Proceeds, products, accessions, rents and profits of or in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each the Secured Party Party, for the benefit of itself and the Buyers, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”)located, including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (collectively, the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any the Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any the Secured Party Party, for the benefit of itself and the Buyers, from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Sources: Security Agreement (Valley Forge Composite Technologies, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral including all of such Grantor’s Pledged Notes);
(n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor’s Securities Accounts;
(p) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) Equity Interests of any Immaterial Subsidiaries, any Excluded Joint Venture, or any other joint venture or similar interest which the Agent deems immaterial after consultation with the Administrative Borrower; or (ii) voting Equity Interests of any Foreign Subsidiary, solely to the extent that such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such Foreign Subsidiary; (iii) any property subject to a Lien permitted under the definition of Permitted Purchase Money Indebtedness; or (iv) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); or (iv) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.
Appears in 1 contract
Sources: Guaranty and Security Agreement (Brooks Automation Inc)
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to each Secured Party Agent, for the benefit of the Lender Group and the Bank Product Provider, a separate, continuing security interest (each, a herein referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixturesEquipment;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent or any Secured Party;other member of the Lender Group; and
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property; provided, however, in no event shall the Collateral include the Excluded Collateral.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to the Collateral Agent, for the benefit of each Secured Party Party, to secure the Secured Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts (other than the Excluded Deposit Accounts);
(e) all of such Grantor’s Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsEligible Cash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of the Collateral Agent (or its agent or designee) or any Secured Party;; and
(m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party the Collateral Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” (and any references thereto or to any assets comprising the “Collateral” (including the use of defined terms hereunder)) shall not include: (i) any of the outstanding Stock of any CFC held by a Grantor in excess of 65% of the voting power of all classes of Stock of such CFC entitled to vote; (ii) any contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor to which any Grantor is a party or any of its rights or interest in any contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor if the grant of a security interest or Lien therein shall constitute or would result in (a) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein, or (b) a breach or termination pursuant to the terms of, or a default under, any such contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408, or 9-409 of the Uniform Commercial Code of any applicable jurisdiction (or any successor provision or provisions) or any other applicable law; provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor that does not result in any of the consequences specified in clauses (a) or (b) above; provided, further, that such security interest shall attach to the right to receive the payment of money (including, without limitation, Accounts and General Intangibles) or any other rights referred to in certain sections of the Uniform Commercial Code of any applicable jurisdiction (or any successor provision or provisions) and to the proceeds of any such contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor (unless such proceeds would otherwise be excluded pursuant to clauses (a) or (b) above); (iii) any property for which attaching a security interest would result in the forfeiture of the Grantor’s rights over the property, including intent-to-use application for trademark or service ▇▇▇▇ registration prior to the filing and acceptance by the Patent and Trademark Office of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to use trademark or service ▇▇▇▇ applicable under applicable federal law; (iv) any Intellectual Property that is protectable, registered or applied for solely under the laws of jurisdictions outside the United States and any other assets located outside the United States, to the extent a Lien on such assets cannot be perfected by the filing of a UCC financing statement in the jurisdiction of organization of the applicable Grantor, (v) Excluded Deposit Accounts, (vi) any asset securing Capital Lease Obligations permitted under the Indenture or Purchase Money Debt, in each case, to the extent the grant of a security interest or Lien thereon to the Collateral Agent is prohibited by the terms of such Indebtedness, (vii) any real property owned in fee having a fair market value of $3.0 million or less and any leased real property, (viii) any property or assets to the extent that any law applicable thereto prohibits the creation of a security interest therein or would require a consent not obtained of any Governmental Authority, (ix) any Stock in Persons that are not wholly-owned Subsidiaries of the Parent that are subject to an enforceable negative pledge provision, (x) the Liberty Mutual Account and the Preferred Payment Escrow Account and (xi) assets subject to Liens permitted pursuant to clause (o) of the definition of Permitted Liens in the ABL Credit Agreement as in effect on the date hereof and clause (xx) of the definition of Permitted Liens in the Indenture, in each case, to the extent the grant of a security interest or Lien thereon to the Collateral Agent is prohibited by the terms thereof and the value of assets securing such Lien pursuant to clause (xx) of the definition of Permitted Liens in the Indenture shall not exceed $15 million or such greater amount permitted by such clause (xx) if such clause (xx) is amended after the date hereof to permit a greater amount of Indebtedness (collectively, the “Excluded Collateral”). In addition, to the extent necessary and for so long as required for a Grantor not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act to file separate financial statements with the Securities and Exchange Commission (or any other governmental agency), the Capital Interests and other securities of such Grantor shall not be included in the Collateral and shall not be subject to the Liens securing such Notes, the Note Guarantees and/or any Permitted Additional Pari Passu Obligations. In the event that Rule 3-16 of Regulation S-X under the Securities Act permits or is amended, modified or interpreted by the Securities and Exchange Commission to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Grantor’s Capital Interests and other securities to secure the Notes, the Note Guarantees and the Permitted Additional Pari Passu Obligations in excess of the amount then pledged without the filing with the Securities and Exchange Commission (or any other governmental agency) of separate financial statements of such Grantor, then the Capital Interests and other securities of such Grantor will automatically be deemed to be a part of the Collateral (unless constituting Excluded Collateral) but only to the extent necessary to not be subject to any such financial statement requirement.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grantsgrants to the Security Agent, assignsfor the benefit of the Secured Parties, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, in and continuing lien on the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located following (collectively, the “Collateral”), including, without limitation, such ): all of Grantor’s right, titletitle and interest in, to and under (i) the Company Shares, (ii) all rights and other obligations of Grantor against any other Loan Party, including loans, notes, rights to receive payments of money and other claims of any and every type and description whether now owned or existing or hereafter acquired or arising and (iii) all personal property of Grantor (other than distributions made to Grantor in compliance with, (A) prior to the Existing Credit Agreement Discharge Date, Section 6.5 of the Existing Credit Agreement and Section 4.05 of Annex I of the Credit Agreement, and interest in and (B) on or after the Existing Credit Agreement Discharge Date, Section 4.05 of Annex I of the Credit Agreement) to the extent acquired, directly or indirectly, from any other Loan Party, including, but not limited to the following, whether now owned existing or hereafter acquired or arising and wherever located:
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s BooksChattel Paper;
(c) all of such Grantor’s Chattel PaperDocuments;
(d) all of such Grantor’s Deposit AccountsGeneral Intangibles;
(e) all of such Grantor’s Equipment Goods (including, without limitation, Inventory and fixturesEquipment);
(f) all of such Grantor’s General IntangiblesInstruments;
(g) all of such Grantor’s InventoryInsurance;
(h) all of such Grantor’s Investment Related Intellectual Property;
(i) all of such Grantor’s Negotiable CollateralInvestment Related Property (including, without limitation Deposit Accounts);
(j) all Letter of such Grantor’s rights in respect of Supporting ObligationsCredit Rights;
(k) Money;
(l) Receivables and Receivable Records;
(m) the Communications Licenses and all of such Grantor’s rights with respect to each Communications License, in each case to the maximum extent permitted by applicable law and regulations, and the Proceeds of all Communications Licenses and the right to receive such Proceeds;
(n) Commercial Tort Claims;
(lo) to the extent not otherwise included above, all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control personal property of any Secured Party;kind and all Collateral Records, Collateral Support and Supporting Obligations relating to any of the foregoing; and
(mp) to the extent not otherwise included above, all of the proceeds and Proceeds, products, whether tangible accessions, rents and profits of or intangible, in respect of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Sources: Notes Pledge and Security Agreement (Altice USA, Inc.)
Grant of Security. (a) Each Grantor hereby unconditionally grants, assigns, assigns and pledges to each Secured Party Agent, for the benefit of the Lender Group and the Bank Product Providers, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(ai) all of such Grantor’s Accounts;
(bii) all of such Grantor’s Books;
(ciii) all of such Grantor’s Chattel Paper;
(div) all of such Grantor’s interest with respect to any Deposit AccountsAccount;
(ev) all of such Grantor’s Equipment and fixtures;
(fvi) all of such Grantor’s General Intangibles;
(gvii) all of such Grantor’s Inventory;
(hviii) all of such Grantor’s Investment Related Property;
(iix) all of such Grantor’s Negotiable Collateral;
(jx) all of such Grantor’s rights in respect of Supporting Obligations;
(kxi) all of such Grantor’s interest with respect to any Commercial Tort Claims;
(lxii) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Partyother member of the Lender Group;
(mxiii) all of such Grantor’s Hydrocarbons and Hydrocarbon Interests;
(xiv) all of such Grantor’s Oil and Gas Properties; and
(xv) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims commercial tort claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoingproperty of Grantors, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything herein to the contrary, the term “Collateral” shall not include, and no Grantor is pledging, nor granting a security interest hereunder in, any of such Grantor’s right, title or interest in (A) any license, contract or agreement to which such Grantor is a party as of the date hereof or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the express terms of such license, contract or agreement on the date hereof result in a breach of the terms of, or constitute a default under, such license, contract or agreement (other than to the extent that any such term (i) has been waived or (ii) would be rendered ineffective pursuant to Sections 9-406, 9-408, 9-409 of the Code or other applicable provisions of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that (x) immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such right, title and interest as if such provision had never been in effect and (y) the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect Agent’s unconditional continuing security interest in and liens upon any rights or interest of a Grantor in or to the proceeds of, or any monies due or to become due under, any such license, contract or agreement or (B) all intent-to-use United States trademark applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively, or if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office, provided that, upon such filing and acceptance, such intent-to-use applications shall be included in the definition of Collateral. Notwithstanding anything herein to the contrary, the term “Collateral” shall not include (A) in the case of a first tier foreign Subsidiary, more than 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (i) would not reasonably be expected to cause the undistributed earnings of such foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such foreign Subsidiary’s United States parent and (ii) would not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding shares of Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (it being understood and agreed that the Collateral shall include 100% of the issued and outstanding shares of Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) or other equity interest of such foreign Subsidiary) or (B) in the case of all other foreign Subsidiaries, any of the issued and outstanding shares of Stock. The Grantors agree that the pledge of the shares of Stock of any Subsidiary of a Grantor who is a foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantors in favor of the Agent, which pledge agreements will provide for the pledge of such shares of Stock in accordance with the laws of the applicable foreign jurisdiction subject to the limitations set forth above regarding the pledge of Stock securing the payment and performance of the Secured Obligations of the Grantors. With respect to such shares of Stock, the Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Stock.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns to Secured Party, and pledges hereby grants to each Secured Party Party, for the benefit of Lenders, a separate, continuing security interest (eachin, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in and to the following, in each case whether now owned or hereafter acquired existing or arising in which such Grantor now has or hereafter acquires an interest and wherever located:the same may be located (the "COLLATERAL"):
(a) all inventory in all of its forms owned by such Grantor including (i) all goods held by such Grantor for sale or lease or to be furnished under contracts of service or so leased or furnished, (ii) all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in such Grantor’s Accounts's business, (iii) all goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind, and (iv) all goods which are returned to or repossessed by such Grantor and all accessions thereto and products thereof (all such inventory, accessions and products being the "INVENTORY") and all negotiable documents of title (including warehouse receipts, dock receipts and bills of lading) issued by any Person covering any Inventory (any such negotiable document of title being a "NEGOTIABLE DOCUMENT OF TITLE");
(b) all rights to payments for goods sold or leased or for services rendered no matter how evidenced, including but not limited to accounts, contract rights, notes, drafts, acceptances, instruments and other forms of obligations in accounts, whether or not earned by performance and all rights in, to and under all security agreements, leases and other contracts securing or otherwise relating to any such Grantor’s Books;accounts, contract rights, notes, drafts, acceptances, instruments or other forms of obligations in accounts (any and all such accounts, contract rights, notes, drafts, acceptances, instruments or other forms of obligations in accounts being the "ACCOUNTS", and any and all such security agreements, leases and other contracts being the "RELATED CONTRACTS"); and
(c) all proceeds, products, rents and profits of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment or from any and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, foregoing Collateral and, to the extent not otherwise included, all payments under insurance (whether or not Secured Party is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”)Collateral. Without limiting the generality For purposes of the foregoingthis Agreement, the term “Proceeds” "PROCEEDS" includes whatever is receivable or received when Investment Related Property Collateral or proceeds are sold, exchanged, collected, collected or otherwise disposed of, whether such disposition is voluntary or involuntary. The Collateral shall include, without limitation, all Inventory, Accounts, Related Contracts and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect thereof relating to any of the Investment Related Propertycopyrights listed on Schedule 1 (it being understood that the copyrights listed on Schedule 1 shall not constitute Collateral hereunder).
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each Canadian Revolving Lender and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;[Reserved]
(e) all of such Grantor’s Equipment and fixturesdeposit accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s General Intangibles;
(gh) all of such Grantor’s Inventory;
(hi) all of such Grantor’s Investment Related Property;
(ij) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(k) all of such Grantor’s Negotiable Collateral;
(jl) all of such Grantor’s rights in respect Pledged Interests (including all of Supporting Obligationssuch Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(km) all of such Grantor’s Commercial Tort ClaimsSecurities Accounts;
(ln) all of such Grantor’s Supporting Obligations;
(o) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;Canadian Revolving Lender; and
(mp) all of the proceeds (as such term is defined in the PPSA) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accountsdeposit accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty guarantee payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty guarantee payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Sources: Canadian Guarantee and Security Agreement (Nacco Industries Inc)
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each of the Secured Party Creditors, to secure the Secured Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any of the Secured Party;Creditors; and
(m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) capital stock of any Immaterial Subsidiary or voting Equity Interests of any CFC or FSHCO, solely to the extent that such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC or FSHCO; (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property, or any other agreement of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver (x) is required by Holdings, Borrower or any other Grantor or (y) has been obtained that would permit Agent’s security interest or lien notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s or any Secured Creditor’s continuing security interests in and Liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); (iii) any United States intent-to-use trademark or service ▇▇▇▇ applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; (iv) Equipment or other assets owned by any Grantor on the date hereof or hereafter acquired that is subject to a Lien securing indebtedness in respect of purchase money financing or similar arrangement or Capitalized Lease Obligations permitted to be incurred pursuant to the provisions of the Credit Agreement if the contract or other agreement in which such Lien is granted (or the documentation providing for such indebtedness in respect of purchase money financing) prohibits the creation of any other Lien on such Equipment or other assets (after giving effect to the applicable anti-assignment provisions of the Code or other applicable law and other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Code or other applicable law notwithstanding such prohibition); (v) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of the Code; (vi) interests in any partnership, joint venture or non-wholly owned subsidiary to the extent and for so long as the documents governing such interests in such partnership, joint venture, or non-wholly owned subsidiary prohibit the granting of a security interest therein without the consent of one or more third parties (other than another Credit Party); (vii) any property of a Person existing at the time such Person is acquired or merged with and into or consolidated with a Grantor in a transaction permitted by the Credit Agreement and to the extent such property is subject to a Permitted Lien (and any refinancing thereof permitted by the Credit Agreement) to the extent and for so long as the contract or other agreement in which such Lien is granted prohibits the creation of any other Lien on such property; (viii) any property to the extent that such grant of a security interest therein is prohibited by any Requirements of Law of a Governmental Authority or requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law by, except to the extent that such Requirement of Law providing for such prohibition or requiring such consent is ineffective under applicable law, (ix) any Collateral that constitutes motor vehicles or other assets subject to a certificate of title statute, (x) any leasehold interest of any Grantor as lessee in Real Property but not any Collateral located on such Real Property; (xi) any fee interest in Real Property with a net book value less than $5,000,000 other than any Real Property encumbered by a Mortgage, (xii) any Collateral which would result in adverse tax consequences to the Borrower (as reasonably determined by the Borrower in writing delivered to the Agent), and (xiii) any Collateral as to which the Agent and the Borrower reasonably agree in writing that the cost or other consequences of obtaining a security interest or perfection thereof is excessive when compared to the benefit to the Secured Creditors of the security afforded thereby (as confirmed by written notice to the Borrower). It is hereby understood and agreed that any property described in the preceding proviso, and any property that is otherwise expressly excluded from clauses (i) through (xii) above, shall be excluded from the definition of “Collateral” and shall constitute “Excluded Property”; provided, however, “Excluded Property” shall not include (i) the Option Parcel or any fee or leasehold parcel of Real Property which, notwithstanding its value, is, as determined by the Borrower in good faith, necessary or integral to the operation of the Plant or to the business of the Credit Parties or to the utility or value of other Mortgaged Property and (ii) any Proceeds, products, substitutions or replacements of Excluded Property (unless such Proceeds, products, substitutions or replacements would otherwise constitute Excluded Property). In addition, in no event shall (a) control agreements or control or similar arrangements be required with respect to deposit accounts or securities accounts, (b) notices be required to be sent to account debtors or other contractual third-parties prior to the occurrence and during the continuance of an Event of Default or (c) pledge agreements or security agreements governed under the laws of any non-U.S. jurisdiction be required.
Appears in 1 contract
Grant of Security. Each Limited Grantor (with respect to the Limited Collateral only) and each other Grantor (other than Limited Grantor) hereby unconditionally grants, assigns, and pledges to each Agent, for the benefit of the Secured Party Parties, to secure the Secured Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s AccountsSecurities Collateral;
(b) all of such Grantor’s BooksAccounts;
(c) all of such Grantor’s Chattel PaperInventory;
(d) all of such Grantor’s Deposit 's Instruments, Chattel Paper (including all tangible and electronic Chattel Paper) and other contracts, in each case to the extent governing, evidencing, substituting for, arising from or constituting proceeds of any Accounts, other Receivables, Inventory, or other Collateral;
(e) all of such Grantor’s Equipment Deposit Accounts, money and fixturesCash Equivalents;
(f) all contracts, documents of such Grantor’s General Intangiblestitle, and other documents that evidence the ownership of, right to receive or possess, or that otherwise relate to, any Accounts, other Receivables , Inventory, or other Collateral, including contracts, documents of title and other documents that relate to the acquisition of, or sale or other disposition of , any Inventory, and all contracts, documents of title, or other documents that arise from or constitute proceeds of Accounts, other Receivables, Inventory, or other Collateral;
(g) all guaranties, contracts of such Grantor’s suretyship, insurance, letters of credit, letter-of-credit rights, security and other credit enhancements (including repurchase agreements), and Supporting Obligations, in each case in respect and only in respect of the Accounts, other Receivables, Inventory, or other Collateral, including (i) rights of stoppage in transit, replevin, repossession, reclamation, and other rights and remedies of an unpaid vendor, and (ii) deposits by and property of Account Debtors or other persons securing the obligations of Account Debtors in respect of Accounts or other Receivables;
(h) all of such Grantor’s Investment Related General Intangibles (other than Intellectual Property) to the extent arising from or constituting proceeds of, any Accounts, other Receivables, Inventory or other Collateral;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any other Secured Party to the extent arising from, relating to, or constituting proceeds of, any Accounts, other Receivables, Inventory or other Collateral;
(j) all Investment Property (including securities, whether certificated or uncertificated, Securities Accounts, security entitlements, commodity contracts, or commodity accounts) and all monies, credit balances, deposits, and other property of any Grantor now or hereafter held, or received by, or in transit to, Agent (or its agent or designee) or any other Secured Party, any bank, securities intermediary, depository, or other institution from or for the account of any Grantor, whether for safekeeping, pledge, custody, transmission, collection, or otherwise, in each case, to the extent arising from or constituting proceeds of Accounts, other Receivables, Inventory, or other Collateral;
(k) all claims under policies of casualty insurance and all proceeds of casualty insurance, in each case, payable by reason of loss or damage to any, Accounts, other Receivables, Inventory or other Collateral and all proceeds of casualty insurance;
(l) to the extent not otherwise described above, all Receivables;
(m) all Books evidencing, relating to, or referring to any of the foregoing; and
(n) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Sources: Guaranty and Security Agreement (Kronos Worldwide Inc)
Grant of Security. Each Grantor hereby unconditionally grantsassigns to Collateral Agent, assignsfor the ratable benefit of the Secured Parties, and pledges hereby grants to each Collateral Agent, for the ratable benefit of the Secured Party Parties (subject to Section 2 below with respect to any Specified New Senior Debt (as defined in the Intercreditor Agreement)) a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, title and interest in and to the following, in each case whether now owned or hereafter acquired existing, whether tangible or arising intangible, or in which such Grantor now has or hereafter acquires an interest and wherever the same may be located:, excluding, however, any of the following constituting Pledged Collateral under the Pledge Agreement (subject to such exclusion, the “Collateral”):
(a) all equipment in all of its forms, all parts thereof and all accessions thereto (any and all such Grantor’s Accountsequipment, parts and accessions being the “Equipment”);
(b) all inventory in all of its forms, including but not limited to (i) all goods held by such Grantor for sale or lease or to be furnished under contracts of service or so leased or furnished, (ii) all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in such Grantor’s Booksbusiness, (iii) all goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind, and (iv) all goods which are returned to or repossessed by such Grantor and all accessions thereto and products thereof (collectively the “Inventory”) and all negotiable and non-negotiable documents of title (including, without limitation, documents, warehouse receipts, dock receipts and bills of lading) issued by any Person covering any Inventory (any such negotiable document of title being a “Negotiable Document of Title”);
(c) all accounts, contract rights, chattel paper, documents, instruments, letter-of-credit rights and other rights and obligations of any kind owned by or owing to such Grantor’s Chattel PaperGrantor and all rights in, to and under all security agreements, leases and other contracts securing or otherwise relating to any such accounts, contract rights, chattel paper, documents, instruments, letter-of-credit rights or other rights and obligations (but excluding, solely for the purposes of this clause (c) any items that are, or would (but for stated exclusions) constitute, Pledged Debt (as defined herein)) (subject to the foregoing exclusion, any and all such accounts, contract rights, chattel paper, documents, instruments, letter-of-credit rights and other rights and obligations being the “Accounts”, and any and all such security agreements, leases and other contracts being the “Related Contracts”);
(d) other than any payroll, employee benefits and trust/fiduciary accounts or any deposit accounts and amounts deposited therein that are subject to a securitization permitted under the Credit Agreement or otherwise subject to a permitted lien under the Credit Agreement, all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
deposit accounts, together with (i) all of amounts on deposit from time to time in such Grantor’s Negotiable Collateral;
deposit accounts and (jii) all of such Grantor’s rights interest, cash, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to in exchange for any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, foregoing (“Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.;
Appears in 1 contract