Grant of Security. The Grantor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, a security interest in all of the following, whether now or hereafter existing or acquired by the Grantor (the "Collateral"): (a) 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 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 inventory, 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 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" (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 the Grantor; (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 the foregoing in this Section 2.1; (f) all of the Grantor'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), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).
Appears in 2 contracts
Sources: Borrower Security Agreement (Dri I Inc), Borrower Security Agreement (Duane Reade Inc)
Grant of Security. The Grantor Pledgor hereby assigns and pledges to the Administrative Collateral Agent for its benefit and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Collateral Agent for its benefit and the ratable benefit of each of the Secured Parties, Parties a security interest in all of in, the following, whether now or hereafter existing or acquired by following and the Grantor proceeds thereof (the "Collateral"):
(a) 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 and all accessories related thereto (any and all of the foregoing being the "Equipment");
(b) all All inventory in all of its forms of the Grantorforms, wherever located, now or hereafter existing including
, but not limited to, (i) all raw materials and work in process progress therefor, finished goods thereof, and materials used or consumed in the manufacture or production thereof,
; (ii) all goods inventory, including the flow of oil through pipes into the refineries, in which the Grantor Sunbelt has an any 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
kind; (iii) all goods which are returned to or repossessed by the GrantorSunbelt; and (iv) all additions and accessions thereto and replacements therefor and products thereof, and all accessions thereto, products thereof and documents therefor (any and all such inventory, materials, goodsadditions, accessions, replacements and products and documents being the "Inventory");
(cb) all All accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (including tax refunds) and other obligations of the Grantorany kind, whether long-term or not short-term, now or hereafter existing, to the extent arising out of or in connection with the sale or lease of goods or the rendering of servicesgoods, and all rights of the Grantor now or hereafter existing in and to all security agreements, guaranties, leases agreements and other contracts securing or otherwise relating to any such accounts, contracts, contract rights, chattel paper, documents, paper and instruments, and general intangibles to the extent arising out of or in connection with the sale of goods (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments, paper and general intangibles instruments 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 leases, security agreements, guaranties, leases agreements and other contracts being the "Related Contracts") (provided, however, that Related Contracts shall not include the Rapid Remit Program Documents);
(dc) To the extent not included in paragraphs (a) and (b) above, all Intellectual Property Collateral of the Grantor;
(e) documents, instruments, and general intangibles, and all booksledger sheets, records, writings, data bases, information files and other property documents and records relating toto the Collateral, used in each case wherever located and whether now owned or useful in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing in this Section 2.1;
(f) all of the Grantor's other property and rights of every kind and description and interests thereinhereafter acquired by Sunbelt; and
(gd) all products, offspring, rents, issues, profits, returns, income and All 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), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative Collateral Agent is the loss payee thereof), or any indemnity, warranty or guaranty, to the extent payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral)Inventory and Receivables. For purposes of this Agreement the term "proceeds" includes whatever is receivable or received when Collateral or proceeds are sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, all rights to payment, including returned premiums, with respect to any insurance relating thereto.
Appears in 2 contracts
Sources: Collateralized Note Indenture (Huntway Partners L P), Collateralized Note Indenture (Huntway Partners L P)
Grant of Security. The Each Grantor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, a security interest in all of the following, whether now or hereafter existing or acquired by the such Grantor (the "Collateral"):
(a) all equipment in all right, title and interest of such Grantor, whether now existing or hereafter arising or acquired, in, to and under the Partnership Agreement, including such Grantor's rights, now existing or hereafter arising or acquired, to receive from time to time its forms share of profits, income, surplus, compensation, return of capital, distributions and other reimbursements and payments from the Partnership (including specific properties of the Grantor, wherever located, including all parts thereof Partnership upon dissolution and otherwise and all accessions, additions, attachments, improvements, substitutions rights and replacements thereto and therefor and all accessories related thereto (any and all of interests as general partner to operate the foregoing being the "Equipment"Partnership);
(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 general or consumed limited partnership interests now owned or hereafter acquired by such Grantor in the manufacture Partnership as a result of exchange offers, direct investments or production thereof,
(ii) all goods in which the Grantor has an interest in mass contributions 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 inventory, materials, goods, accessions, products and documents being the "Inventory")otherwise;
(c) all such Grantor's accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (including tax refunds) and other rights to payment or reimbursement, now existing or hereafter arising or acquired, from the Partnership, existing or arising from loans, advances or other extensions of credit by such Grantor from time to time to or for the account of the GrantorPartnership, whether or not arising out of from services rendered by such Grantor from time to time to or in connection with for the sale or lease of goods or the rendering of services, and all rights account 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" (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 the Grantor;
(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 the foregoing in this Section 2.1;
(f) all of the Grantor's other property and rights of every kind and description and interests thereinPartnership; and
(gd) 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), ) and (c), (d), (e) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).
Appears in 2 contracts
Sources: Partnership Security Agreement (Duane Reade Inc), Partnership Security Agreement (Dri I Inc)
Grant of Security. The Grantor As security for the Obligations (as defined in Section 1(b) hereof), the Debtor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each on behalf of the Secured Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each on behalf of the Secured Parties, Parties a first priority security interest in in, all of the followingDebtors right, title and interest, whether now existing or hereafter arising or acquired, in and to the following (collectively, the "Collateral"):
(i) All personal property of the Debtor, whether now or hereafter existing or now owned or hereafter acquired by the Grantor (the "Collateral"):
(a) all equipment in all of its forms of the Grantor, and wherever located, including all parts thereof of every kind and description, tangible or intangible, including, without limitation, the balance of every deposit account now or hereafter existing of the Debtor with the Secured Parties or any of them or any of their affiliates or with any agent of the Secured Parties or any of them or any of their affiliates to the extent such account is maintained such agent in its capacity as agent of any kind for the Secured Parties or any of them or any of their affiliates, and all accessionsgoods, additionsequipment, attachmentsfurniture, improvementsinventory (including, 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 Grantorwithout limitation, wherever located, including
(i) all raw materials and work in process thereformaterials, 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 consigneework-in-process), 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 inventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contracts, contract rights, chattel paper, documentsnotes receivable, instruments, documents (including, without limitation, documents of title, warehouse receipts and general intangibles (including tax refunds) all other shipping documents and instruments of the Grantorany kind whatsoever, whether relating to goods in transit or not arising out otherwise), general intangibles, credits, claims, demands and any other obligations of or in connection with the sale or lease of goods or the rendering of servicesany kind, and all rights of the Grantor whether now or hereafter existing in and arising, of the Debtor, and, as to all security agreementsof the foregoing, 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 accountsadditions and accessions thereto, contracts, contract rights, chattel paper, documents, instruments, all substitutions 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 replacements therefor 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 the Grantor;
(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 the foregoing in this Section 2.1;
(f) all of the Grantor's other property and rights of every kind and description and interests therein; and
(g) all products, offspring, rents, issues, profits, returns, income products and proceeds of and from any and all of the foregoing Collateral thereof (including proceeds which constitute property of the types described in clauses (a)including, (b), (c), (d), (e) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, and, to the extent not otherwise includedwithout limitation, all payments under proceeds of insurance (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateralthereon).
Appears in 2 contracts
Sources: Credit Agreement (Futurebiotics Inc), Credit Agreement (PDK Labs Inc)
Grant of Security. The Grantor As security for the Obligations (as defined in Section 1(b) hereof), the Debtor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each on behalf of the Secured Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each on behalf of the Secured Parties, Parties a first priority security interest in in, all of the followingDebtors right, title and interest, whether now existing or hereafter arising or acquired, in and to the following (collectively, the Collateral):
(i) All personal property of the Debtor, whether now or hereafter existing or now owned or hereafter acquired by the Grantor (the "Collateral"):
(a) all equipment in all of its forms of the Grantor, and wherever located, including all parts thereof of every kind and description, tangible or intangible, including, without limitation, the balance of every deposit account now or hereafter existing of the Debtor with the Secured Parties or any of them or any of their affiliates or with any agent of the Secured Parties or any of them or any of their affiliates to the extent such account is maintained such agent in its capacity as agent of any kind for the Secured Parties or any of them or any of their affiliates, and all accessionsgoods, additionsequipment, attachmentsfurniture, improvementsinventory (including, 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 Grantorwithout limitation, wherever located, including
(i) all raw materials and work in process thereformaterials, 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 consigneework-in-process), 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 inventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contracts, contract rights, chattel paper, documentsnotes receivable, instruments, documents (including, without limitation, documents of title, warehouse receipts and general intangibles (including tax refunds) all other shipping documents and instruments of the Grantorany kind whatsoever, whether relating to goods in transit or not arising out otherwise), general intangibles, credits, claims, demands and any other obligations of or in connection with the sale or lease of goods or the rendering of servicesany kind, and all rights of the Grantor whether now or hereafter existing in and arising, of the Debtor, and, as to all of the foregoing, any and all additions and accessions thereto, all substitutions and replacements therefor and all products and proceeds thereof (including, without limitation, all proceeds of insurance thereon). The term accounts shall mean, without limiting the generality of the foregoing, any and all now existing or hereafter arising rights to payment held by the Debtor, whether in the form of accounts receivable, notes, drafts, acceptances or other forms of obligations and receivables now or hereafter received by or belonging to the Debtor for (A) inventory sold or leased by it, (B) services rendered by it, or (C) advances or loans made by it to any Person; together with all guarantees and security agreementstherefor and all proceeds thereof, guarantieswhether cash proceeds or otherwise, leases including, without limitation, all right, title and other contracts securing or otherwise relating interest of the Debtor in the inventory that gave rise to any such accounts, contractsincluding, contract rightswithout limitation, chattel paperthe right to stoppage in transit and all returned, documentsrejected, instrumentsrerouted or repossessed inventory.
(ii) All choses in action, any rights arising under any judgment, statute or rule, all corporate and business records, customer lists, credit files, computer program print-outs, and general intangibles (other computer materials and records contained in any and all such accountstypes of storage media, contractsnow in use or hereafter created, contract rightsincluding, chattel paperbut not limited to, documentsfloppy disks, instrumentshard disks, and general intangibles being the "Receivables" (providedmagneto-optical disks, howeveror CD-ROM disks, that Receivables shall not include Prescription Receivables sold to Pharmacy Fund pursuant to the Rapid Remit Program)whether on-site or at a different location, all inventories, trademarks, trade styles, trade names, designs, patents, copyrights, licenses, license agreements, and any applications for patents and/or trademarks.
(iii) Any and all such security agreements, guaranties, leases additions 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 the Grantor;
(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 the foregoing in this Section 2.1;
(f) all of the Grantor'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), proceeds deposited from time accessions to time in the Collateral Account and in any lock boxes of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral, all substitutions and replacements therefor and all products and proceeds thereof (including, without limitation, proceeds of insurance thereon).
Appears in 2 contracts
Sources: Credit Agreement (Futurebiotics Inc), Credit Agreement (PDK Labs Inc)
Grant of Security. The Grantor Each Grantor, severally, hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured PartiesFord Credit, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured PartiesFord Credit, a security interest in in, all of its respective right, title and interest in and to the following, whether now owned or hereafter existing or acquired by the Grantor (collectively, the "Collateral"):
(a) all equipment in all of its forms of the Grantor, wherever locatedforms, including all parts thereof furniture, machinery, service vehicles, supplies and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related thereto other equipment (any and all of the foregoing being the "Equipment");
(b) all inventory in all of its forms of the Grantorforms, wherever locatedincluding motor vehicles, including
tractors, trailers, service parts and accessories and other inventory (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 inventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contracts, contract rights, chattel paper, instruments, notes, letters of credit, documents, instrumentsdocuments of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds and general intangibles (including tax refunds) other obligations of the Grantorthird persons of any kind, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods or goods, the rendering of servicesservices or otherwise, and all rights of the Grantor now or hereafter existing in and to all security agreements, guarantiesleases, leases and other contracts securing or otherwise relating to any such accounts, contractscontract rights, chattel paper, instruments, notes, letters of credit, documents, documents of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds or obligations of third persons (any and all such accounts, contract rights, chattel paper, documents, instruments, and general intangibles (any and all such accountsnotes, contracts, contract rights, chattel paperletters of credit, documents, instrumentsdocuments of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds and general intangibles obligations of third persons 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 leases, security agreements, guaranties, leases agreements 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 each Grantor's governmental approvals and authorizations to the Grantormaximum extent permitted by applicable law;
(e) all bookspersonal property and interests in personal property of each Grantor now or hereafter coming into the actual possession, recordscustody or control of Ford Credit in any way or for any purpose (whether for safekeeping, writingsdeposit, data basescustody, information and other property relating topledge, used transmission, collection or useful in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing in this Section 2.1otherwise);
(f) leasehold interests in and fixtures located on any real property;
(g) records and other books and records relating to the foregoing;
(h) all of the Grantor's other property and rights of every kind and description and interests thereinintellectual property;
(i) all goods;
(j) all UCC references;
(k) all security entitlements; and
(gl) all productsaccessions and additions to, offspringsubstitutions for, rentsand replacements, issues, profits, returns, income products and proceeds of and from any and all of the foregoing Collateral (including including, without limitation, proceeds which constitute property of the types described in clauses (a), ) through (b), (c), (d), (ek) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, this Section 1 and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Administrative Agent Ford Credit is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral)Collateral and (ii) cash. Provided that the foregoing shall exclude (A) any Contract Rights (other than any Contract Rights pursuant to a franchise agreement between a Grantor and/or Hometown and an automobile manufacturer) or General Intangibles of a Grantor to the extent the Grantor may not grant a security interest in the same without breach of the terms thereof and (B) unless the relevant automobile manufacturer grants its consent thereto, any Contract Rights or General Intangibles related to a franchise agreement with an automobile manufacturer if the granting of the foregoing security interest would permit such automobile manufacturer to terminate or materially alter such franchise agreement or any related agreements with a Grantor and/or Hometown, provided that Hometown and/or a Grantor shall use their best efforts to obtain agreements from the relevant manufacturers (a) permitting the grant of a security interest and (b) granting the consent described in subsection (B) above.
Appears in 2 contracts
Sources: Security Agreement (Hometown Auto Retailers Inc), Security Agreement (Hometown Auto Retailers Inc)
Grant of Security. The Grantor Each of the Grantors hereby assigns and pledges to the Administrative Agent, for the benefit of the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Agent, for the benefit of the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, a security interest in all of the followingfollowing (collectively, whether now or hereafter existing or acquired by the Grantor (the "Collateral"):
(a) all of such Grantor's machinery and equipment in all of its forms of the Grantorforms, whether now owned or hereafter arising or acquired, wherever located, including now or hereafter existing, all fixtures and all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related accessions thereto (any and all of the foregoing being such equipment, fixtures, parts and accessions, the "Equipment");
(b) all of such Grantor's inventory in all of its forms of the Grantorforms, whether now owned or hereafter arising or acquired, wherever located, now or hereafter existing (including
, without limitation, (i) all raw materials and work in process thereforprocess, (ii) finished goods thereofgoods, and (iii) materials used or consumed in the manufacture or production thereof,
, (iiiv) all goods in which the such Grantor has an interest in mass or a joint or other interest or right of any kind (including including, without limitation, goods in which the such Grantor has an interest or right as consignee), and
) and (iiiv) all goods which that are returned to or repossessed by the such Grantor), and all accessions thereto, products thereof and documents therefor (any and all such inventory, materials, goods, accessions, products and documents being documents, the "Inventory");
(c) all of such Grantor's accounts, contracts, contract rights, chattel paper, documents, instruments, deposit accounts and general intangibles (including tax refunds) other claims of the Grantorany 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 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, contractscontract 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, documents, instruments, deposit accounts and general intangibles claims, to the extent not referred to in clause (any and all such accountsd), contracts(e) or (f) below, 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 leases, security agreements, guaranties, leases agreements 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 Grantor'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) 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 each of the foregoing 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 this Section 2.1each 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 to receive moneys due and 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) 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 the such Grantor'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 and rights from time to time received, receivable or otherwise distributed in respect of every kind and description and interests therein; andor in exchange for any or all of the then existing Account Collateral;
(g) all productsof such Grantor's corporate and business records, offspringcustomer lists, rentscredit files, issuescomputer program printouts and other computer materials and records;
(h) without limitation of any of the foregoing, profitsall of such Grantor's general intangibles, returnsincluding, income without limitation,
(i) all choses in action, claims and causes of action or rights of recovery or 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 general intangibles, (B) all rights of such Grantor to receive proceeds of any 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 from (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 United States, any state or territory 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 now existing or hereafter 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 and all of the foregoing Collateral (including including, without limitation, proceeds which that constitute property of the types described in clauses (a), ) - (b), (c), (d), (eh) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral)Collateral and (ii) cash.
Appears in 2 contracts
Sources: Security Agreement (Audio Book Club Inc), Security Agreement (Mediabay Inc)
Grant of Security. The Each Grantor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Agent Collateral Agent, for its the benefit and the ratable benefit of each of the Secured Parties, a security interest in all such Grantor’s right, title and interest in and to each type of the followingproperty described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or acquired by arising (collectively, the Grantor (the "“Collateral"”):
(a) all equipment in all of its forms of the Grantor, wherever locatedforms, including all machinery, tools and furniture (excepting all fixtures), and all parts thereof and all accessionsaccessions thereto, additions, attachments, improvements, substitutions including computer programs and replacements thereto and therefor and all accessories related thereto supporting information that constitute equipment within the meaning of the UCC (any and all of the foregoing such property being the "“Equipment"”);
(b) all inventory in all of its forms of the Grantorforms, wherever located, including
including (i) all raw materials and materials, work in process thereforprocess, finished goods thereof, and materials used or consumed in the manufacture manufacture, production, preparation or production shipping thereof,
, (ii) all goods in which the such Grantor has an interest in mass or a joint or other interest or right of any kind (including goods in which the such Grantor has an interest or right as consignee), and
) and (iii) all goods which that are returned to or repossessed or stopped in transit by the such Grantor, and all accessions thereto, thereto and products thereof and documents therefor therefor, including computer programs and supporting information that constitute inventory within the meaning of the UCC (any and all such inventory, materials, goods, accessions, products and documents property being the "“Inventory"”);
(ci) all accounts, contractsinstruments (including promissory notes), contract rightsdeposit accounts, chattel paper, documents, instruments, and general intangibles (including tax refundspayment intangibles, but excluding any Intellectual Property) and other obligations of any kind owing to the GrantorGrantors, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, services and all rights of the Grantor now whether 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 not earned by performance (any and all such instruments, deposit accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles and other obligations to the extent not referred to in clause (d) or (f) below, 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 supporting obligations, security agreements, guarantiesLiens, leases leases, letters of credit and other contracts being owing to the "Grantors or supporting the obligations owing to the Grantors under the Receivables (collectively, the “Related Contracts"”), and (ii) (provided, however, that Related Contracts shall not include the Rapid Remit Program Documents)all commercial tort claims now or hereafter described on Schedule X hereto;
(d) the following (the “Security Collateral”):
(i) the Initial Pledged Debt and the instruments, if any, evidencing the Initial Pledged Debt, and all Intellectual Property Collateral 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 GrantorInitial Pledged Debt;
(ii) all additional indebtedness from time to time owed to such Grantor (such indebtedness, together with the Initial Pledged Debt, being the “Pledged Debt”) and the instruments, 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 such indebtedness;
(iii) all security entitlements carried in, or from time to time credited to, as applicable, a securities account, 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 for any or all of such security entitlements or financial assets and all warrants, rights or options issued thereon with respect thereto; and
(iv) all other investment property (including all (A) security entitlements and (B) securities accounts in which such Grantor has now, or acquires from time to time hereafter, any right, title or interest in any manner, and the certificates or instruments, if any, representing or evidencing such investment property, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such investment property and all warrants, rights or options issued thereon or with respect thereto (“Investment Property”);
(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 the foregoing in this Section 2.1[reserved];
(f) the following (collectively, the “Account Collateral”):
(i) the Pledged Deposit Accounts, the L/C Cash Deposit Account, the Pledged Cash Account (Eligible Cash) and all funds and financial assets from time to time credited thereto (including all cash equivalents), and all certificates and instruments, if any, from time to time representing or evidencing the Pledged Deposit Accounts, the L/C Cash Deposit Account and the Pledged Cash Account (Eligible Cash);
(ii) all promissory notes, certificates of deposit, checks and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent for or on behalf of such Grantor in substitution for or in addition to any or all of the Grantor's then existing Account Collateral; and
(iii) all interest, dividends, distributions, cash, instruments and other property and rights from time to time received, receivable or otherwise distributed in respect of every kind and description and interests thereinor in exchange for any or all of the then existing Account Collateral; and
(g) [reserved]
(h) all productsdocuments, offspringall money and all letter-of-credit rights;
(i) all books and records and documents (including databases, rentscustomer lists, issuescredit files, profitscomputer files, returnsprintouts, income other computer output materials and records and other records) of the Grantors pertaining to any of the Grantors’ Collateral;
(j) all other property not otherwise described above (except for any property specifically excluded from any clause in this section, and any property specifically excluded from any defined term used in any clause of this section);
(k) all proceeds of and from payments under business interruption insurance;
(l) all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the foregoing Collateral (including proceeds which proceeds, collateral and supporting obligations that constitute property of the types described in clauses (a) through (h) of this Section 2), ; and
(b), (c), (d), (em) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, and, to the extent not otherwise included, all (A) payments under insurance (whether or not the Administrative Collateral Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral), and (B) cash and cash equivalents, including all Eligible Cash and US Cash; provided, that, the security interest granted to the Collateral Agent for the benefit of the Secured Parties by this Section 2, shall be effective only to the extent such Collateral constitutes ABL Priority Collateral. References in this Agreement to “Collateral” and to each type of Collateral set forth in clauses (a) – (m) above, shall refer solely to such items to the extent constituting ABL Priority Collateral.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Eastman Kodak Co), Notes Purchase Agreement (Eastman Kodak Co)
Grant of Security. The Grantor hereby assigns As security for payment and pledges to the Administrative Agent for its benefit and the ratable benefit of each performance of the Secured PartiesObligations, the Grantor hereby conveys, mortgages, pledges, assigns, transfers, sets over, grants and hereby grants delivers to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, Party a continuing security interest in all of the followingGrantor's right, title and interest in and to the following property, wherever located, whether now owned or existing or hereafter existing acquired or acquired by the Grantor arising (hereinafter referred to as the "Collateral"):
(a) 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 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 rights to the manufacture or production thereof,
(ii) all goods in which the Grantor has an interest in mass or a joint payment of money or other interest or right forms of consideration of any kind (including goods in which whether classified under the Grantor has an interest or right UCC 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 inventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contracts, contract rights, chattel paper, documentsgeneral intangibles or otherwise) including, but not limited to, accounts receivable, insurance proceeds, letters of credit and the right to receive payment thereunder, chattel paper, any rights under contracts not yet earned by performance and not evidenced by an instrument or chattel paper, 35 notes, drafts, instruments, documents, acceptances and general intangibles (including all other debts, obligations and liabilities in whatever form from any Person, but excluding tax refunds) of the Grantor, whether or refunds and insurance proceeds not arising out of the Collateral, (ii) all guaranties, security and Liens securing payment thereof, (iii) all goods, whether now owned or hereafter acquired, and whether sold, delivered, undelivered, in connection with transit or returned, which may be represented by, or the sale or lease of goods which may have given rise to, any such right to payment or the rendering of servicesother debt, obligation or liability, 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" (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);
(div) all Intellectual Property Collateral proceeds of the Grantor;
(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 the foregoing in this Section 2.1;(the foregoing, collectively, "Receivables"),
(fb) (i) all of the Grantor's inventory, (ii) all goods intended for sale or lease or for display or demonstration, (iii) all work in process, (iv) all raw materials and other property materials and rights supplies of every kind nature and description used or which might be used in connection with the manufacture, packing, shipping, advertising, selling, leasing or furnishing of goods or services or otherwise used or consumed in the conduct of business, and interests therein; and
(gv) all productsdocuments of title, offspringincluding bills of lading and warehouse receipts, rents, issues, profits, returns, income and proceeds of other documents evidencing 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), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect general intangibles relating to any of the foregoing Collateral(the foregoing, collectively, "Inventory").,
Appears in 1 contract
Grant of Security. The Grantor hereby assigns and pledges Subject to Section 1.6, the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, and hereby Corporation grants to the Administrative Agent Agent, for its own benefit and as agent and for the ratable rateable benefit of each of the Secured PartiesCanadian Lenders, a security interest in all the Corporation's right, title and interest in and to any and all of the followingCorporation's:
(a) accounts due or accruing due and all agreements, books, accounts, invoices, letters, documents and papers recording, evidencing or relating thereto including without limiting the foregoing all contract rights, promissory notes, chattel paper, tax refunds, rights to receive tax refunds, rights of indemnification, contribution and subrogation, causes of action, choses in action, judgments, claims against third parties of every kind or nature, drafts, acceptances, letters of credit, rights to receive payments under letters of credit, book accounts, accounts maintained by the Corporation with any financial institutions (including, without limitation, the Canadian Collateral Account (as defined in the Blocked Account Agreement dated December 19, 2002) and all money, balances, credits, deposits or other financial assets therein or represented thereby, all credits and reserves and all other forms of obligations whatsoever owing to the Corporation, and all instruments, books, ledgers, files, computer tapes, programs, discs and software, trade secrets, computer service contracts and records with respect to any of the foregoing, together with all right, title, security and guarantees with respect to any such receivables, including any right of stoppage in transit, wherever located, whether now or hereafter existing acquired and all claims, causes of action or acquired by the Grantor other rights to enforce or sue for performance (collectively, the "Collateral"):
(a) 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 and all accessories related thereto (any and all of the foregoing being the "EquipmentRECEIVABLES");
(b) inventory, including without limiting the foregoing all inventory present and future goods intended for sale, lease or other disposition including, without limitation, all raw materials, work in all process, finished goods and other retail inventory, goods in the possession of its forms outside processors or other third parties, consigned goods (to the extent of the Grantorconsignee's interest therein), materials and supplies of any kind, nature or description which are or might be used in connection with the manufacture, packing, shipping, advertising, selling or finishing of any such goods, all documents of title or documents representing the same and all records, files and writings with respect thereto, wherever located, including
whether now or hereafter acquired (i) all raw materials and work in process thereforcollectively, 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 inventory, materials, goods, accessions, products and documents being the "InventoryINVENTORY");
(c) all accountsmachinery, contractsequipment, contract rightsfurniture, chattel paperfixtures and leasehold improvements, documentsincluding, instrumentswithout limitation, conveyors, tools, materials, storage and handling equipment, hydraulic presses, cutting equipment, computer equipment and hardware (including, without limitation, central processing units, terminals, drives, memory units, printers, keyboards, screens, peripherals and input or output devices), molds, dies, stamps, and general intangibles (including tax refunds) other equipment of every kind and nature and wherever situated now or hereafter owned by the Grantor, whether or not arising out of Corporation or in which the Corporation may have any interest as lessee or otherwise (to the extent of such interest), together with all additions and accessions thereto, all replacements and all accessories and parts therefor, all manuals, blueprints, know-how, warranties and records in connection with the sale or lease of goods or the rendering of services, therewith and all rights of the Grantor now or hereafter existing in and to all security agreementsagainst suppliers, guarantieswarrantors, leases and other contracts securing or otherwise relating to any such accounts, contracts, contract rights, chattel paper, documents, instrumentsmanufacturers, and general intangibles sellers or others in connection therewith (any and all such accountsother than equipment that is subject to a lease which prohibits, contractsor creates a default or right of termination upon, contract rightsthe assignment of or the granting of a security interest in or other Lien on the Corporation's rights thereunder) (collectively, 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 EQUIPMENT"Related Contracts") (provided, however, that Related Contracts shall not include the Rapid Remit Program Documents);
(d) all Intellectual Property Collateral substitutions and replacements of and increases, additions and, where applicable, accessions to the Grantor;property described in Section 1.2(a), (b) and (c) above; and
(e) proceeds in any form derived directly or indirectly from any dealing with 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 part of the foregoing in this Section 2.1;
(f) all of the Grantor'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 (aSection 1.2(a), (b), (c), (d), (e) and (f)d) above or the proceeds of such proceeds (collectively, proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral"COLLATERAL").
Appears in 1 contract
Grant of Security. The Grantor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, and Each Debtor hereby grants to the Administrative Agent for its benefit a continuing security interest ("Security Interest") in and the ratable benefit to all personal property and fixtures of each of the Secured Parties, a security interest in all of the followingDebtor, whether now or hereafter existing or now or hereafter acquired by the Grantor and wherever located, including all equipment, accounts, inventory and general intangibles, all as more fully described as follows (the "Collateral"):
(a) All money, cash, bank accounts, deposit accounts, goods, inventory, equipment, computer hardware and software, instruments, securities, documents, documents of title, chattel paper, accounts, accounts receivable, lease receivables and leases including but not limited to, rights to rentals thereunder and each Debtor's reversionary interest in property leased thereunder and any equity rights in leases sold to third parties, contract rights, licenses, 2 general intangibles, copyrights, patents and patents pending, trademarks and goodwill, Trade Secrets, credits, claims, demands and all equipment in all of its forms other property of the GrantorDebtors (including but not limited to leasehold improvements);
(b) All equipment, including without limitation all fixtures, machinery, equipment, molds, dies, motor vehicles, and other goods whether now owned or hereafter acquired by any Debtor, wherever located, including all replacements, substitutions and all parts thereof and all accessionsaccessions thereto, additionsas well as all of each Debtor's right, attachmentstitle and interest in and to any such goods now or hereafter held or used by any Debtor under any lease, improvementslease-purchase, substitutions conditional sales, use or other agreements under which any Debtor is entitled to the use and replacements thereto possession thereof, with any other rights and therefor and benefits flowing from such agreements, all accessories related thereto as may be used or useful in connection with each Debtor's business as now or hereafter carried on, any operations incidental to or associated with the same, or for any other purpose (any and all of the foregoing such equipment, machinery and fixtures, parts and accessions being the "Equipment");
(bc) all All inventory in all of its forms of the Grantorforms, wherever located, now or hereafter existing including
, but not limited to (i) all raw materials and work in process therefor, finished goods thereof, 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, any Debtor and all accessions thereto, thereto and products thereof and documents therefor (any and all such inventory, materials, goods, accessions, accessions and products and documents being the "Inventory");
(cd) all All accounts receivable, including without limitation accounts, contractscontracts (but only to the extent assignable without causing a Default under the Credit Agreement), contract rights, chattel paper, documents, instruments, licenses and general intangibles (other obligations of any kind whether now existing or hereafter arising, 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 without limitation all rights of the Grantor now or hereafter existing in and to all security agreements, guarantiesleases, leases and other contracts securing or otherwise relating to any such accounts, contractscontract rights, chattel paper, instruments, general intangibles or obligations (any and all such accounts, contract rights, chattel paper, documents, instruments, and general intangibles (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles obligations 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 leases, security agreements, guaranties, leases agreements 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 the Grantor;
(e) All general intangibles including without limitation, tradenames, trademarks, service marks, tax refunds, the corporate name and 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;product names; and
(f) all of the Grantor's other property and rights of every kind and description and interests therein; and
(g) all products, offspring, rents, issues, profits, returns, income All products 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), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).
Appears in 1 contract
Sources: Security Agreement (Tweeter Home Entertainment Group Inc)
Grant of Security. The Each Grantor hereby (i) assigns and pledges to the Administrative Collateral Agent for its benefit and the ratable benefit of each of the Credit Agreement Secured Parties, Parties and hereby grants to the Administrative Collateral Agent for its benefit and the ratable benefit of each of the Credit Agreement Secured Parties, Parties a security interest in and first priority Lien on, all of the followingsuch Grantor’s right, title and interest, whether now owned or hereafter existing acquired and (ii) assigns and pledges to the Collateral Agent for its benefit and the ratable benefit of the Additional First Lien Secured Parties and hereby grants to the Collateral Agent for its benefit and the ratable benefit of the Additional First Lien Secured Parties a security interest in and first priority Lien on, all of such Grantor’s right, title and interest, whether now owned or acquired by hereafter acquired, in each case in and to (subject only to Permitted Liens) the Grantor following (collectively, the "“Collateral"”):
(a) all equipment in all of its forms of the GrantorGoods, wherever located, including all parts thereof and together with all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related thereto (any and all of therefor, including but not limited to the foregoing being the "Equipment");
(b) all inventory in all of its forms of the Grantor, wherever located, includingfollowing:
(i) all Equipment in all of its forms, wherever located, now or hereafter existing (including, but not limited to, all gaming, manufacturing, distribution, selling, data processing and office equipment, all machinery, all furniture, furnishings, appliances, tools, tooling, molds, dies, vehicles, vessels, barges, including any buildings, construction or other improvements thereon, and aircraft;
(ii) all Inventory in all of its forms, wherever located, now or hereafter existing (including, but not limited to, (A) all Goods which are held for sale or lease or to be furnished (or which have been furnished) under any contract of service, or which are raw materials and materials, work in process therefor, finished goods thereof, and thereof or materials used or consumed in the manufacture or production thereof,
, and (iiB) all goods Goods in which the such Grantor has an interest in mass or a joint or other interest or right of any kind (including including, without limitation, goods in which the such Grantor has an interest or right as consignee), and
) and (iiiC) all goods which Goods that are returned to or repossessed by the such Grantor), and all accessions thereto, thereto and products thereof and documents therefor (any and all such inventory, materials, goods, accessions, products and documents being the "Inventory")Documents therefor;
(ciii) all accounts, contractsFixtures and trade fixtures and all parts thereof and accessions thereto;
(b) all Accounts, contract rights, chattel paperChattel Paper, documentsInstruments, instrumentsDeposit Accounts, General Intangibles and general intangibles (including tax refunds) other obligations of the Grantorany kind, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods 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, contractsAccounts, contract rights, chattel paperChattel Paper, documentsInstruments, instrumentsDeposit Accounts, and general intangibles General Intangibles or obligations (any and all such accounts, contractsAccounts, contract rights, chattel paperChattel Paper, documentsInstruments, instrumentsDeposit Accounts, General Intangibles and general intangibles obligations, to the extent not referred to in clause (c), (d), (e), (f), (g), (h), (i), (j), or (k) below, 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 leases, security agreements, guaranties, leases agreements and other contracts being the "“Related Contracts"”);
(c) all of the indebtedness (providedthe “Pledged Debt”) owing to such Grantor and the Instruments evidencing the Pledged Debt, howeverand all interest, that Related Contracts shall not include 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 Rapid Remit Program DocumentsPledged Debt (the “Security Collateral”);
(d) each Swap Contract to which such Grantor is now or may hereafter become a party, in each case as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), together with, (i) all Intellectual Property Collateral rights of such Grantor to receive moneys due and 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) 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 (any and all of the Grantorforegoing being the “Agreement Collateral”);
(e) all of the following (collectively, the “Account Collateral”):
(i) the L/C Cash Collateral Account (as hereinafter defined), 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 other 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; and
(iii) 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;
(f) all registered and common law trademarks and service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos, and any other designs or sources of business identifiers, indicia of origin or similar devices, all registrations with respect thereto, all applications with respect to the foregoing, and all extensions and renewals with respect to any of the foregoing, together with all of the goodwill associated with any and all of the foregoing, throughout the world, in each case whether now or hereafter existing, together with all rights and interests associated with the foregoing, including, without limitation, license royalties, claims or rights against third parties for any past, present or future infringement of any trademark or similar device or registration thereof, or for any injury to the goodwill associated therewith, and all corresponding rights throughout the world (any and all of the foregoing being the “Trademarks”);
(g) all copyrights, recorded or otherwise, and all copyrights of works based on, incorporated in, derived from or relating to works covered by any such copyrights, and all right, title and interest to make and exploit all derivative works based on or adopted from works covered by any such copyrights, all registrations with respect thereto, all applications with respect to the foregoing, and all extensions and renewals with respect to any of the foregoing, in each case whether now or hereafter existing, together with all rights associated with the foregoing, including, without limitation, license royalties, rights to print, publish and distribute, rights to unpublished works, claims or rights against third parties for any past, present or future infringement of any copyright or registration thereof, and all corresponding rights throughout the world (any and all of the foregoing being the “Copyrights”):
(h) all patents and patent applications, and the inventions and improvements described and claimed therein, and patentable inventions and the reissues, divisions, continuations, renewals, extensions and continuations-in-part of any of the foregoing and any written agreement granting to such Grantor any right to use any invention on which a subsisting patent exists (collectively, the “Patents” and, together with the Trademarks and the Copyrights, the “Intellectual Property”);
(i) all Documents;
(j) all Investment Property;
(k) subject to clause (iv) of the proviso to this Section 2, all Letter-of-Credit Rights and letters of credit (as such term is defined in Article 5 of the Uniform Commercial Code);
(l) (i) all computer and other electronic data processing hardware, whether now or hereafter owned, licensed or leased by such Grantor, including, without limitation, all integrated computer systems, central processing units, memory units, display terminals, printers, features, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories and all peripheral devices and other related computer hardware; (ii) all software programs, whether now or hereafter owned, licensed or leased by such Grantor, designed for used on the computers and electronic data processing hardware described in clause (i) above, including, without limitation, all operating system software, utilities and application programs in whatsoever form (source code and object code in magnetic tape, disk or hard copy format or any other listings whatsoever), (iii) all firmware associated therewith, whether now or hereafter owned, licensed or leased by such Grantor, and (iv) all documentation for such hardware, software and firmware described in the preceding clauses (i), (ii) and (iii), whether now or hereafter owned, licensed or leased by such Grantor, including, without limitation, flow charts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes (collectively, the “Computer Hardware and Software”), and all rights with respect thereto, including, without limitation, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(m) all money (as such term is defined in Article 1 of the Uniform Commercial Code) of every jurisdiction whatsoever;
(n) to the extent not included in the foregoing, maps, surveys and similar items used or useful in such Grantor’s business;
(o) to the extent not included in the foregoing, all books, records, writings, data bases, information in whatever form and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, to any of the foregoing in this Section 2.1foregoing;
(fp) all of the Grantor's other property and rights of every kind and description and interests therein; and
(g) all Proceeds, products, offspring, rentsrents and issues of, issuesprofits and distributions on, profitsrights arising out of, returns, income and proceeds returns 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), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, and, to the extent not otherwise included, all claims and payments under insurance (whether or not the Administrative Collateral Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss loss, nonconformity, or interference with the use of, defects of infringements of rights in, or damage to or otherwise with respect to any Collateral; and
(q) to the extent not included in the foregoing, all other personal property of any kind or description; provided, however, the foregoing grant of a security interest shall be deemed not to grant a security interest in any of the foregoing Collateralproperty described below (such property being hereinafter referred to as “Excluded Property”):
(i) any permit or license or any contractual obligation entered into by any Grantor (A) that prohibits or requires the consent of any Person other than a Grantor and its Affiliates which has not been obtained as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or contractual obligation or (B) to the extent that any requirement of law applicable thereto prohibits the creation of a Lien thereon, but only, with respect to the prohibition in clauses (A) and (B), to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the Uniform Commercial Code or any other requirement of law;
(ii) any right, title or interest of such Grantor in any Gaming License; and
(iii) any Capital Stock of any Subsidiary or other Person in which any Grantor has an equity interest. No Grantor shall have an obligation to perfect the security interest in personal property (including motor vehicles and other assets subject to certificates of title, Letter-of-Credit Rights and Commercial Tort Claims) with respect to which a security interest cannot be perfected by the filing of a financing statement (other than Deposit Accounts) with an aggregate book value of not more than $35,000,000 at any time. For the avoidance of doubt, “Excluded Property” shall not include any Proceeds, products, substitutions or replacements of Excluded Property except to the extent that such Proceeds, products, substitutions or replacements would otherwise constitute “Excluded Property. In the event of the termination or elimination of any prohibition or the requirement for any consent contained in any law, rule, regulation, agreement, document or instrument to the extent sufficient to permit any Excluded Property to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such Excluded Property shall be automatically and simultaneously granted hereunder in such Excluded Property, and the Excluded Property automatically and simultaneously shall be deemed to be assigned and pledged to the Collateral Agent and shall be included as Collateral hereunder.
Appears in 1 contract
Sources: Security Agreement (Marina District Development Company, LLC)
Grant of Security. The Grantor Borrower hereby assigns and pledges grants to the Administrative Agent Collateral Agent, for its benefit and the ratable benefit of each of Agent and Lenders (collectively, the "Secured Parties"), and hereby grants to the Administrative Collateral Agent for its benefit and the ratable benefit of each of the Secured Parties, a security interest in in, all of Borrower's right, title and interest in and to the following, in each case whether now or hereafter existing or acquired by in which Borrower now has or hereafter acquires an interest and wherever the Grantor same may be located (the "Collateral") to secure the Secured Obligations (as defined in Section 2):
(a) all All equipment in all of its forms of the Grantorforms, wherever located, including and all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements accessions thereto and documents therefor and all accessories related thereto (any and all of the foregoing such equipment, parts, accessions and documents being the "Equipment");
(b) all All inventory in all of its forms of the Grantor, wherever locatedforms, including
, but not limited to, (i) all goods held by Borrower for sale or lease or to be furnished under contracts of service or so leased or furnished, (ii) all raw materials and materials, work in process thereforprocess, finished goods thereofgoods, and materials used or consumed in the manufacture manufacture, packing, shipping, advertising, selling, leasing, furnishing or production thereof,
of such inventory or otherwise used or consumed in Borrower's business, (iiiii) all goods in which the Grantor Borrower has an interest in mass or a joint or other interest or right of any kind kind, (including goods in which the Grantor has an interest or right as consignee), and
(iiiiv) all goods which are returned to or repossessed by the Grantor, Borrower and all additions and accessions thereto, products thereof thereto and documents therefor replacements thereof) (any and all such inventory, materials, goods, accessions, accessions and products and documents being the "Inventory");
(c) all All accounts, contracts, contract rights, chattel paper, instruments, guaranties, letters of credit, documents, instrumentsdrafts, acceptances, tax refunds, rights to performance, judgments, security agreements, leases, permits, licenses, franchises, certificates, other contracts and general intangibles (including tax refunds) of the Grantorevery nature, whether or not arising out of or in connection with the sale or lease of goods or the rendering of servicesincluding, and without limitation, all rights and claims to the payment or receipt of the Grantor now money or hereafter existing other forms of consideration of any kind included 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 this clause (c) (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments, rights and general intangibles claims to the payment or receipt of money or other forms of consideration being the "Receivables" (provided, however, that Receivables shall not include Prescription Receivables sold to Pharmacy Fund pursuant to the Rapid Remit Program)Payment Rights", and any and all such leases, security agreements, guaranties, leases agreements 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 All books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software (owned by Borrower or in which it has an interest) that at any time evidence or contain information relating to any of the GrantorCollateral or are otherwise necessary or helpful in the collection thereof or realization thereupon;
(e) all booksAll plant fixtures, records, writings, data bases, information business fixtures and other property relating tofixtures and storage and office facilities, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing in this Section 2.1and all additions and accessions thereto and replacements thereof and products thereof;
(f) All Subsidiary Documents (including the mortgages on Schedule VII which charge the lands on Schedule VIII) and Lease Portfolio Documents, as each such agreement, contract and assignment may be amended, amended and restated, supplemented or otherwise modified from time to time (said agreements, contracts and assignments, as so amended, amended and restated, supplemented or otherwise modified, are referred to herein individually as an "Assigned Agreement" and collectively as the "Assigned Agreements") including, without limitation, (i) all rights of Borrower to receive moneys due or to become due under or pursuant to the Grantor's Assigned Agreements, (ii) all rights of Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) all claims of Borrower for damages arising out of breach of or any default under the Assigned Agreements and (iv) the right of Borrower to terminate, amend, supplement or modify the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder;
(g) All cash, money, currency and all deposit accounts ("Deposit Accounts"), including, without limitation, all demand, time, savings, passbook or like accounts maintained with a bank, savings and loan association, credit union or other property like organization, and all such accounts into which receipts are deposited or which are maintained with Collateral Agent or any other Secured Party (any and all Deposit Accounts, the "Pledged Deposits") but in no event shall Deposit Accounts include moneys in the Hold-Back Account established under the Lease Portfolio Documents or any moneys constituting payments on or with respect to lease receivables sold to LaSalle National Bank received by Borrower as servicer of such lease receivables which moneys are payable to LaSalle National Bank pursuant to the Lease Portfolio Documents;
(h) To the extent not otherwise included in the definition of Collateral, (i) all common law and/or statutory copyrights, rights and interests of every kind and description nature in copyrights and interests therein; and
works protectable by copyright, whether now owned or hereafter created or acquired and renewals and extensions of copyrights (gthe "Copyrights"), (ii) the right (but not the obligation) to make publication thereof for copyright purposes, to register claim upon copyright and the right (but not the obligation) to renew and extend such copyrights, (iii) all products, offspring, rents, issues, profits, returns, income licenses and proceeds of rights in and from any and all written agreement now or hereafter in existence granting to Borrower any right to use any of the foregoing Collateral (including proceeds which constitute property of the types described in clauses (a"Copyright Licenses"), (b)iv) the right (but not the obligation) to xxx in the name of Borrower or in the name of Collateral Agent for past, present and future infringements of any such properties, (c)v) all income, (d)royalties, (e) damages and payments now or hereafter due and/or payable under any of the foregoing, including, without limitation, damages or payments for past, present and future infringements of any such properties and (f), proceeds deposited from time to time in the Collateral Account and in vi) all goodwill associated with or symbolized by any lock boxes of the Grantor, and, to foregoing;
(i) To the extent not otherwise includedincluded in the definition of Collateral, (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos, other business identifiers, prints and labels on which any of the foregoing have appeared or appear, all payments under insurance 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 thereof or any other country or any political subdivision thereof (whether the "Trademarks"); (ii) all reissues, extensions or renewals thereof and the right (but not the Administrative Agent is obligation) to register claim under trademark and to renew and extend such trademarks; (iii) all licenses and rights in and any written agreement granting Borrower any right to use any of the loss payee thereofforegoing (the "Trademark Licenses"); (iv) all income, royalties, damages and payments now or hereafter due and/or payable under any indemnity, warranty of the foregoing or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing, including, without limitation, damages or payment for past, present and future infringements of any of the foregoing; (v) the right (but not the obligation) to xxx for past, present and future infringements of the foregoing; (vi) all rights corresponding to any of the foregoing throughout the world; and (vii) all goodwill associated with or symbolized by any of the foregoing;
(j) To the extent not otherwise included in the definition of Collateral, (i) all patents and patent applications and the inventions and improvements described and claimed therein, and patentable inventions (the "Patents").; (ii) the reissues, divisions, continuations, renewals, extensions and continuations-in-part of any of the foregoing; (iii) all licenses and rights in and all written agreements granting Borrower any right to use any invention on which a patent is in existence ("Patent Licenses") (the Copyrights, Copyright Licenses, Trademarks, Trademark Licenses, Patents and Patent Licenses are collectively referred to herein as the "Intellectual Property"); (iv) all income, royalties, damages or payments now and hereafter due and/or payable under any of the foregoing with respect to any of the foregoing, including, without limitation, damages or payments for past, present and future infringements of any of the foregoing; (v) the right (but not the obligation) to xxx for past, present and future infringements of any of the foregoing;
Appears in 1 contract
Sources: Credit Agreement (Blue Bird Corp)
Grant of Security. The Grantor Borrower hereby grants, pledges, assigns and pledges transfers to the Administrative Agent for its benefit Bank, to secure the payment and the ratable benefit of each performance of the Secured Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured PartiesObligations, a continuing and first security interest in and lien on all of the followingfollowing described properties, whether now or hereafter existing or acquired by assets and rights of the Grantor Borrower (hereinafter sometimes called, collectively, the "Collateral"):
(a) all equipment in all of its forms of the Grantorproperties, assets, business and goodwill of the Borrower of every kind and nature whatsoever, tangible or intangible, personal or mixed, whether now owned or hereafter acquired or arising at any time or from time to time hereafter, wherever located, including all parts thereof whether in the possession of the Borrower or in transit or in the possession of any other person or entity, and all accessionsrights, additionstitle and interests of the Borrower of every kind and nature whatsoever in and to the foregoing, attachmentsand including, improvementswithout limiting the generality of the foregoing provisions of this clause (a), substitutions and replacements thereto and therefor and all accessories related thereto (any and all of the foregoing being properties and assets of the "Equipment")Borrower identified and described below in clauses (b) through (i) of this Section 5.1;
(b) all inventory in all of its forms Equipment, Inventory and Receivables 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 inventory, materials, goods, accessions, products and documents being the "Inventory")Borrower;
(c) all claims, demands, judgments, rights, choses in action, equities, credits, bank accounts, contractscash on hand and in banks, contract rightsinstruments, documents, chattel paper, documentssecurities, instrumentsbonds, shares of capital stock and general intangibles (other securities of every description, investments, all insurance policies, 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, cash surrender value thereof and all rights of the Grantor now or hereafter existing in proceeds, premium rebates 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" (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)refunds thereof;
(d) all Intellectual Property Collateral contract rights of every kind and nature whatsoever, and all claims, indemnities, rights, remedies, powers and privileges of the GrantorBorrower in, to and under all contracts or agreements among the Borrower and any other parties, whether now existing or hereafter created, made or entered into by the Borrower;
(e) all booksdeeds, recordsleases, writingscontracts and agreements for the use, data basessale or assignment of property, information whether tangible or intangible, leaseholds, mortgages, assignments, options and other licenses of every kind and description, and all documents and instruments of title relating to or in any way connected with the property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing in this Section 2.1Borrower, whether tangible or intangible;
(f) to the extent permitted by law, all licenses and authorizations of the GrantorBorrower relating to the operation of the Borrower's other property business and/or the Collateral and rights of every kind all renewals, extensions and description and interests therein; andproceeds thereof;
(g) all products, offspring, rents, issues, profits, returns, income and proceeds of and from any and all general intangibles within the meaning of the foregoing Collateral (including proceeds which constitute property of the types described in clauses (a), (b), (c), (d), (e) Uniform Commercial Code and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, and, to the extent not otherwise includedincluded therein all files, books, records and other writings, including, without limitation, all payments under insurance (whether records and books of account, all corporate minute books and all stock ledgers, and also including, without limitation, all computer programs and tapes and all electronic data processing software and all other computer software, and all information of every description recorded or not contained or stored in any of the Administrative Agent bureaus, all service bureau service contracts, all computer data and all concepts and ideas on which said data is the loss payee thereof)based, or any indemnityall developmental ideas and concepts, warranty or guarantyall papers, payable by reason of loss or damage to or otherwise with respect drawings, blueprints, sketches and documents relating to any of the foregoing and/or relating to the operation of the Borrower's business and/or the Collateral); all franchises, product lines and research and development, goodwill, royalties, all data bases, supplies and customer lists, all trade secrets, patents, trademarks, copyrights and servicemarks and all applications for and licenses, rights and interests to or under or in respect of any patents, trademarks, servicemarks or copyrights; all of the Borrower's trade names or business names;
(h) all records and documents identifying the accounts of customers or suppliers, and all rights of every description (i) to information on, (ii) to the use of, and (iii) to solicitation with respect to, accounts of customers or suppliers; and
(i) all of the income, products and proceeds of, and all additions, substitutions and accessions to, all of the properties and assets of the Borrower identified and described in the foregoing clauses (a) through (h) of this Section 5.1; in each and every case whether now owned or hereafter acquired by the Borrower and howsoever its interests may arise or appear.
Appears in 1 contract
Sources: Loan and Security Agreement (Simione Central Holdings Inc)
Grant of Security. The Grantor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, and Each Debtor hereby grants to the Administrative Agent for its benefit Secured Party a first and the ratable benefit of each of the Secured Parties, a prior lien or security interest in in, all of such Debtor's right, title and interest in and to the followingfollowing assets of such Debtor, whether now owned or hereafter existing or acquired by the Grantor acquired, except as otherwise excluded on Schedule I hereto (the "Collateral"):
(a) 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 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 All accounts (as defined in the UCC) and work (whether or not included in process therefor, finished goods thereofsuch definition), 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)receivables, and
(iii) all goods which are returned to or repossessed by the Grantoraccounts receivable, 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, contractslease receivables, contract rights, chattel paper, documentsdrafts, acceptances, instruments, and writings evidencing a monetary obligation or a security interest or a lease of goods, general intangibles (including tax refunds) and other obligations of the Grantorany 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 of the Grantor now or hereafter existing in and to all security agreements, guarantiesleases, leases and other contracts securing or otherwise relating to any such accounts, contracts, contract rightslease receivables, chattel paper, documentsdrafts, acceptances, instruments, and writings evidencing a monetary obligation or a security interest or a lease of goods, general intangibles or obligations (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments, of the foregoing in sub-clause (i) and general intangibles (ii) being the "Receivables" "); and
(providedb) All inventory (as defined in the UCC) in all of its forms, howeverwherever located, that Receivables shall not include Prescription Receivables sold to Pharmacy Fund pursuant to the Rapid Remit Program)now or hereafter existing and whether acquired by purchase, merger or otherwise, and all raw materials, stores, tools, and work in process therefor, all finished goods, spare parts, service parts, and all materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing or production thereof, including (whether or not included in such UCC definition) goods in which the Debtors have an interest in mass or joint or other interest or right of any kind and goods which are returned to or repossessed by the Debtors, and all accessions thereto and products thereof and documents therefor (any and all such security agreements, guaranties, leases and other contracts of the foregoing being the "Related ContractsInventory"); and
(c) All instruments, chattel paper or letters of credit (provided, however, that Related Contracts shall not include each as defined in the Rapid Remit Program DocumentsUCC) and any other items including all promissory notes held by the Debtors evidencing indebtedness owed to any of them by any Person (any and all of the foregoing being the "Instruments");; and
(d) all Intellectual Property Collateral of All documents (as defined in the Grantor;UCC) or other receipts covering, evidencing or presenting goods; and
(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 the foregoing in this Section 2.1;
(f) all of the Grantor's other property and rights of every kind and description and interests therein; and
(g) all products, offspring, rents, issues, profits, returns, income All products 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), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, and, to the extent not otherwise included, all payments received in connection with any excluded assets 104 described on Schedule I(B), all payments under insurance (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).
Appears in 1 contract
Grant of Security. The Each Grantor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured PartiesParty, and hereby grants to the Administrative Agent Secured Party for its benefit and the ratable benefit of each of the Secured PartiesPurchasers, a security interest in all of the followingfollowing (collectively, whether now or hereafter existing or acquired by the Grantor (the "CollateralCOLLATERAL"):
(a) all of such Grantor's right, title and interest, whether now owned or hereafter acquired, in and to all equipment in all of its forms of the Grantorforms, wherever located, including now or hereafter existing, all fixtures and all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related accessions thereto (any and all of the foregoing such equipment, fixtures, parts and accessions being the "EquipmentEQUIPMENT");
(b) all of such Grantor's right, title and interest, whether now owned or hereafter acquired, in and to all inventory in all of its forms of the Grantorforms, wherever located, now or hereafter existing (including
, but not limited to, (i) all raw materials and work in process therefor, finished goods thereof, thereof and materials used or consumed in the manufacture or production thereof,
, (ii) all goods in which the such Grantor has an interest in mass or a joint or other interest or right of any kind (including including, without limitation, goods in which the such Grantor has an interest or right as consignee), and
) and (iii) all goods which that are returned to or repossessed by the such Grantor), and all accessions thereto, thereto and products thereof and documents therefor (any and all such inventory, materials, goods, accessions, products and documents being the "InventoryINVENTORY");
(c) all of such Grantor's right, title and interest, whether now owned or hereafter acquired, in and to all accounts, contractsaccounts receivable, reimbursements, notes, contract rights, lease rights, chattel paper, documents, instruments, and deposit accounts, general intangibles (including tax refundsincluding, without limitation, patents, trademarks, copyrights, trade secrets, computer hardware and software, and other intellectual property) and other obligations of any kind (including, without limitation, all intercompany debt owed to such Grantor that is not evidenced by a promissory note or similar instrument and all telephone accounts and accounts receivable arising from telecommunication services rendered to an end user prior to the sale, assignment, or transfer of such account (collectively, the "END USER ACCOUNTS") to a regional Xxxx operating company, a Xxxx operating company, local exchange company, credit card company or provider of local telephone services (each a "LEC") for billing and collection, and rights in and to any of the Grantortelephone receivables, debts, and other amounts payable to such Grantor by any LEC) and any and all other assets, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods or the rendering of servicesservices and whether or not earned by performance (including, without limitation, the Corecomm Asset Purchase Agreement and any rights with respect to workers' compensation or other deposits made by such Grantor and any rights to receive tax refunds or other refunds, reimbursements and payments from any federal, state or local government or any political subdivision, agency or instrumentality thereof), and all rights of the Grantor now or hereafter existing in and to all security agreements, guaranties, leases and other contracts (including without limitation, network contracts, customer contracts for the furnishing by such Grantor of telecommunication services and billing and collection contracts) securing or otherwise relating to any such accounts, contractscontract rights, chattel paper, instruments, deposit accounts, general intangibles, obligations or other assets (any and all such accounts, contract rights, chattel paper, documents, instruments, and deposit accounts, general intangibles and obligations, to the extent not referred to in clause (any and all such accountsd), contracts(e) or (f) below, 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)RECEIVABLES", and any and all such leases, security agreements, guaranties, leases agreements and other contracts being the "Related ContractsRELATED CONTRACTS") (provided, however, that Related Contracts shall not include the Rapid Remit Program Documents);
(d) all Intellectual Property Collateral of the Grantorfollowing (the "SECURITY COLLATERAL"):
(i) the shares of stock set forth opposite in Schedule I hereto and issued by the corporations indicated therein (collectively referred to herein as the "INITIAL PLEDGED SHARES", and together with the shares referred to in clause (iii) below, the "PLEDGED SHARES"), together with the certificates representing such Initial Pledged 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 Initial Pledged Shares; and
(ii) all additional shares of stock of any issuer of any Initial Pledged Shares or of any other Subsidiary of such Grantor or of any other Person from time to time acquired by such Grantor in any manner, and all additional shares of stock of each other Subsidiary of such Grantor to the extent required pursuant to Section 8.11 of the Note Purchase Agreement, together with 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;
(e) all booksof the following (collectively, recordsthe "ACCOUNT COLLATERAL"):
(i) all deposit accounts of such Grantor, writingsall funds held therein and all certificates and instruments, data basesif any, information from time to time representing or evidencing such deposit accounts;
(ii) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time hereafter delivered to or otherwise possessed by the Secured Party for or on behalf of such Grantor in substitution for or in addition to any or all of the then existing Account Collateral; and
(iii) all interest, dividends, cash, drafts, rights to receive payment in money or kind, instruments and other property relating tofrom time to time received, used receivable or useful otherwise distributed in connection with, evidencing, embodying, incorporating respect of or referring to, in exchange for any or all of the foregoing in this Section 2.1then existing Account Collateral;
(f) customer lists, all documents containing the names, addresses, telephone numbers, and other information regarding such Grantor's customers, subscribers, tapes, programs, printouts, disks, and other material and documents relating to the recording, billing or analyzing of any of the foregoing, and any other right to payment;
(g) all of the such Grantor's other property and rights of every kind and description and interests therein; and
(gh) all products, offspring, rents, issues, profits, returns, income and proceeds of and from any and all of the foregoing Collateral (including including, without limitation, proceeds which that constitute property of the types described in clauses (a), ) - (b), (c), (d), (eg) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, this Section 1) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Administrative Agent a Secured Party is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral)Collateral and (ii) cash. Notwithstanding the foregoing, Collateral shall not include a grant of any Related Contract or other contract or capital lease if such grant (i) is prohibited by such contract's terms, (ii) requires governmental approval, or (iii) would violate any applicable law.
Appears in 1 contract
Grant of Security. The Grantor hereby assigns As security for payment and pledges to the Administrative Agent for its benefit and the ratable benefit of each performance of the Secured PartiesObligations, the Grantor hereby conveys, mortgages, pledges, assigns, transfers, sets over, grants and hereby grants delivers to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, Party a continuing security interest in all of the followingGrantor's right, title and interest in and to the following property, wherever located, whether now owned or existing or hereafter existing acquired or acquired by the Grantor arising (hereinafter referred to as the "Collateral"):
(a) 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 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 rights to the manufacture or production thereof,
(ii) all goods in which the Grantor has an interest in mass or a joint payment of money or other interest or right forms of consideration of any kind (including goods in which whether classified under the Grantor has an interest or right UCC 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 inventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contracts, contract rights, chattel paper, documentsgeneral intangibles or otherwise) including, but not limited to, accounts receivable, insurance proceeds, letters of credit and the right to receive payment thereunder, chattel paper, any rights under contracts not yet earned by performance and not evidenced by an instrument or chattel paper, 2 notes, drafts, instruments, documents, acceptances and general intangibles (including all other debts, obligations and liabilities in whatever form from any Person, but excluding tax refunds) of the Grantor, whether or refunds and insurance proceeds not arising out of the Collateral, (ii) all guaranties, security and Liens securing payment thereof, (iii) all goods, whether now owned or hereafter acquired, and whether sold, delivered, undelivered, in connection with transit or returned, which may be represented by, or the sale or lease of which may have given rise to, any such right to payment or other debt, obligation or liability, and (iv) all proceeds of any of the foregoing (the foregoing, collectively, "Receivables"),
(b) (i) all inventory, (ii) all goods intended for sale or lease or for display or demonstration, (iii) all work in process, (iv) all raw materials and other materials and supplies of every nature and description used or which might be used in connection with the manufacture, packing, shipping, advertising, selling, leasing or furnishing of goods or services or otherwise used or consumed in the rendering conduct of servicesbusiness, and (v) all documents of title, including bills of lading and warehouse receipts, and other documents evidencing and general intangibles relating to any of the foregoing (the foregoing, collectively, "Inventory"),
(c) any demand, time, savings, passbook, money market or like depository account, and all rights certificates of deposit, maintained with a bank, savings and loan association, credit union or like organization (other than an account evidenced by a certificate of deposit that is an instrument under the Grantor now or hereafter existing in and UCC) to all security agreementswhich proceeds of Collateral are deposited (the foregoing, guarantiescollectively, 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" (provided, however, that Receivables shall not include Prescription Receivables sold to Pharmacy Fund pursuant to the Rapid Remit ProgramDeposit Accounts"), 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 certificated and uncertificated securities, all security entitlements, all securities accounts, all commodity contracts and all commodity accounts, EXCLUDING, HOWEVER, the equity securities of any Subsidiary, to the extent acquired directly with proceeds of Collateral (the foregoing, collectively, "Investment Property"),
(i) any investment account maintained by or on behalf of the Grantor;
Grantor with the Agent or any Lender or any Affiliate of the Agent or any Lender, (eii) any agreement governing such account, (iii) all books, records, writings, data bases, information cash proceeds and other property relating to, used Investment Property now or useful hereafter held by the Agent or any Lender or any Affiliate of the Agent or any Lender on behalf of the Grantor in connection with, evidencing, embodying, incorporating or referring to, any of with such investment account and (iv) all documents evidencing and general intangibles related to the foregoing in this Section 2.1;(the foregoing, collectively, "Investment Accounts"),
(f) all cash or other property deposited with the Agent or any Lender or any Affiliate of the Grantor's other property Agent or any Lender or which the Agent, for its benefit and rights for the benefit of every kind and description and interests therein; andthe Lenders, or any Lender or such Affiliate is entitled to retain or otherwise possess as collateral pursuant to the provisions of this Agreement or any of the Loan Documents or any agreement relating to any Letter of Credit, including, without limitation, amounts on deposit in the Cash Collateral Account,
(g) all productsgoods and other property, 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), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, and, to the extent not otherwise included, all payments under insurance (whether or not delivered, (i) the Administrative Agent is the loss payee thereof)sale or lease of which gives or purports to give rise to any Receivable, including, but not limited to, all merchandise returned or rejected by or repossessed from customers, or (ii) securing any indemnityReceivable, warranty including, without limitation, all rights as an unpaid vendor or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).lienor (including,
Appears in 1 contract
Grant of Security. The Grantor hereby collaterally assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured PartiesLender, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, Lender a security interest in, the Grantor’s right, title and interest in and to the following (collectively, the “Collateral”):
(a) all of the following:
(i) the Pledged Shares, the Securities Account, all Pledged Security Entitlements with respect to all Pledged Financial Assets (including, without limitation, any cash and money market fund shares credited to the Securities Account) from time to time credited to the Securities Account, all Pledged Financial Assets from time to time credited to the Securities Account, and all dividends, 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 Pledged Security Entitlements or such Pledged Financial Assets, in each case whether now existing or hereafter acquired by the Grantor and whether now or hereafter existing or arising; and
(ii) all additional investment property (including, without limitation, all (A) securities, whether certificated or uncertificated, (B) security entitlements, and (C) securities accounts) in which the Grantor has or acquires from time to time any right, title or interest in any manner by reason of the Grantor’s right, title or interest in or to any of the items set forth in the foregoing subparagraphs (i) and (ii), and the certificates or instruments, if any, representing or evidencing such investment property and all dividends, interest, distributions, value, 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 additional investment property thereof, in each case whether now existing or hereafter acquired by the Grantor (the "Collateral"):
(a) 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 and all accessories related thereto (any and all of the foregoing being the "Equipment");whether now or hereafter existing or arising; and
(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 inventory, 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 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" (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 the Grantor;
(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 the foregoing in this Section 2.1;
(f) all of the Grantor'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 including, without limitation, proceeds which that constitute property of the types described in clauses clause (a), ) of this Section 1 and this clause (b), (c), (d), (e) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateralcash).
Appears in 1 contract
Sources: Financial Assets Security Agreement (Rice Energy Holdings LLC)
Grant of Security. The Grantor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Lender Parties, and hereby grants to the Administrative Agent Agent, for its benefit and the ratable benefit of each of the Secured Lender Parties, a security interest in all of the following, whether now or hereafter existing or acquired by the Grantor (the "CollateralCOLLATERAL"):
(a) all equipment in all of its forms of the Grantor, wherever located, including all machinery, manufacturing, distribution, selling, data processing and office equipment, assembly systems, tools, molds, dies, fixtures, appliances, furniture, furnishings, vehicles, trade fixtures, and other tangible personal property (other than Inventory), and 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 "EquipmentEQUIPMENT");
(b) all inventory in all of its forms of the Grantor, wherever located, including:
(i) all goods, merchandise and other personal property furnished or to be furnished under any contract of service or intended for sale or lease, all consigned goods and other items which have previously constituted Equipment but are then currently being held for sale or lease in the ordinary course of Grantor's business, all raw materials and work in process therefor, finished goods thereof, and all other materials and supplies of any kind, nature or description used or consumed in the manufacture manufacture, production, packing, shipping, advertising, finishing or production sale 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, ; PII Security Agreement 4 5 and all accessions thereto, products thereof and documents therefor therefore (any and all such inventory, materials, goods, accessions, products and documents being the "InventoryINVENTORY");
(c) all accounts, contracts, contract rights, chattel paper, documents, instruments, instruments and general intangibles (including tax refunds) of the Grantor, whether or not arising out of or in connection with the sale or lease or other disposition 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, documents and general intangibles instruments (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)RECEIVABLES", and any and all such security agreements, guaranties, leases and other contracts being the "Related ContractsRELATED CONTRACTS") (provided, however, that Related Contracts shall not include the Rapid Remit Program Documents);
(d) all Intellectual Property Collateral of the Grantor;
(e) in addition to general intangibles which may be included within Receivables or Intellectual Property Collateral, all contracts, contract rights and general intangibles of Grantor, including without limitation, all tax refunds, claims, causes of action, judgments, franchises, permits, licenses, supply contracts, purchase contracts, and agreements (collectively, "GENERAL INTANGIBLES");
(f) all of Grantor's right, title and interest in and to any and all depository, savings, or custodial, or other accounts maintained by Grantor with any of the Lender Parties, all sums now or at any time hereafter on deposit therein, credited thereto, or payable thereon and all instruments, documents and other writings evidencing any of the foregoing accounts (such accounts collectively referred to herein as the "DEPOSIT ACCOUNTS");
(g) all investment property of Grantor (except the capital stock of Southco Ice, Inc., a Texas corporation), including, without limitation, all of the capital stock of Packaged Ice Leasing, Inc., a Nevada corporation, Southwestern Ice, Inc., a Texas corporation, Mission Party Ice, Inc., a Texas corporation, and Southwest Texas Packaged Ice, Inc., a Texas corporation;
(h) 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.;
(fi) all of the Grantor's other property and rights of every kind and description and interests therein; and
(gj) 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) ), (f), (g), (h), and (fi), proceeds deposited from time to time in the Collateral Account Deposit Accounts and in any lock boxes of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).
Appears in 1 contract
Grant of Security. The Grantor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, and Borrower hereby grants to the Administrative Agent Collateral Agent, for its the benefit and the ratable benefit of each of the Secured Parties, a security interest in and continuing lien on all of the Borrower’s right, title and interest in, to and under all personal property of the Borrower, including the following, in each case whether now or hereafter existing or acquired by in which the Grantor Borrower now has or hereafter acquires an interest and wherever the same may be located (all of which being hereinafter collectively referred to as the "“Collateral"”):
(a) 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 and all accessories related thereto (any and all of the foregoing being the "Equipment")Assigned Agreements;
(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 inventory, materials, goods, accessions, products and documents being the "Inventory")Accounts;
(c) all accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles Chattel Paper (including tax refunds) of the Grantor, whether tangible 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" (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 Documentselectronic);
(d) all Intellectual Property Collateral of the GrantorDocuments;
(e) Fixtures to the extent of a type which may be subject to a security interest under the UCC, including all booksmachinery, recordstools, writingsengines, data basesappliances, information mechanical and electrical systems, elevators, lighting, alarm systems, fire control systems, furnishings, furniture, service equipment, building or maintenance equipment, building or maintenance materials, supplies, goods and property covered by any warehouse receipts or bills of lading or other property relating tosuch documents, used spare parts, maps, plans, specifications, architectural, engineering, construction or useful in connection withshop drawings, evidencingsoil tests, embodyingappraisals, incorporating route surveys, engineering reports, manuals and similar documents, and any replacements, renewals or referring to, substitutions for any of the foregoing in this Section 2.1or additional tangible or intangible personal property hereafter acquired by the Borrower;
(f) General Intangibles (including all of the Grantor's other property Payment Intangibles and rights of every kind and description and interests therein; andSoftware);
(g) Goods (including Inventory and Equipment);
(h) Instruments;
(i) Insurance;
(j) Intellectual Property;
(k) Investment Related Property;
(l) Letter–of-Credit Rights;
(m) Money;
(n) Receivables and Receivable Records;
(o) Supplies and Raw Materials;
(p) Commercial Tort Claims now or hereafter described on Schedule 5.2(III);
(q) all rights and claims of the Borrower, now or hereafter existing, under any indemnity, warranty or guaranty in connection with any Equipment;
(r) 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;
(s) to the extent not otherwise included above, all Proceeds, products, offspringaccessions, rentsrents and profits of or in respect of any of the foregoing, issueswhether cash or non-cash, profits, returns, income and including (i) all rights of the Borrower to receive return of any premiums for or proceeds of any insurance, indemnity, warranty or guaranty with respect to the Collateral or to receive condemnation proceeds, (ii) all claims of the Borrower for damages arising out of or for breach of or default under any of the Assigned Agreements or any other Collateral, (iii) all rights of the Borrower to terminate, amend, supplement, modify or waive performance under any of the Assigned Agreements, to perform thereunder and from to compel performance and otherwise exercise all remedies thereunder, (iv) all rights of the Borrower under each such contract or agreement to make determinations, to exercise any election (including the election of remedies) or option or to give or receive any notice, consent, waiver, or approval, together with full power and authority with respect to any contract or agreement to demand, receive, enforce, collect or provide receipt for any of the foregoing rights or any property the subject of any of the contracts or agreements, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action which may be necessary or advisable in connection with any of the foregoing, (v) all rights of the Borrower to payment for goods or other property sold or leased or services performed by the Borrower, (vi) to the extent not included in the foregoing, all proceeds receivable or received when any and all of the foregoing Collateral is sold, collected, exchanged or otherwise disposed of, whether voluntarily or involuntarily, and (vii) any and all additions and accessions to the Collateral, and all proceeds thereof, including proceeds which constitute property of the types described in clauses (a)conversion, (b)voluntary or involuntary, (c), (d), (e) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing into cash or liquidated claims, including all awards, all insurance proceeds, including any unearned premiums or refunds of premiums on any insurance policies covering all or any part of the Collateral and the right to receive and apply the proceeds of any insurance, or of any judgments or settlements made in lieu thereof for damage to or diminution of the Collateral); and
(t) all other tangible and intangible personal property whatsoever of the Borrower.
Appears in 1 contract
Grant of Security. The Grantor Each Grantor, severally, hereby assigns and pledges to Agent, for the Administrative Agent for its benefit and the ratable benefit of each of the Secured PartiesLenders, and hereby grants to Agent, for the Administrative Agent for its benefit and the ratable benefit of each of the Secured PartiesLenders, a security interest in in, all of its respective right, title and interest in and to the following, whether now owned or hereafter existing or acquired by the Grantor (collectively, the "Collateral"):
(a) all equipment in all of its forms of the Grantor, wherever locatedforms, including all parts thereof furniture, machinery, service vehicles, supplies and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related thereto other equipment (any and all of the foregoing being the "Equipment");
(b) all inventory in all of its forms of the Grantorforms, wherever locatedincluding motor vehicles, including
tractors, trailers, service parts and accessories and other inventory (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 inventory, materials, goods, accessions, products and documents being the "Inventory");; 126
(c) all accounts, contracts, contract rights, chattel paper, instruments, notes, letters of credit, documents, instrumentsdocuments of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds and general intangibles (including tax refunds) other obligations of the Grantorthird persons of any kind, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods or goods, the rendering of servicesservices or otherwise, and all rights of the Grantor now or hereafter existing in and to all security agreements, guarantiesleases, leases and other contracts securing or otherwise relating to any such accounts, contractscontract rights, chattel paper, instruments, notes, letters of credit, documents, documents of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds or obligations of third persons (any and all such accounts, contract rights, chattel paper, documents, instruments, and general intangibles (any and all such accountsnotes, contracts, contract rights, chattel paperletters of credit, documents, instrumentsdocuments of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds and general intangibles obligations of third persons 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 leases, security agreements, guaranties, leases agreements 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 the Grantor's governmental approvals and authorizations to the maximum extent permitted by applicable law;
(e) all books, records, writings, data bases, information property and other interests in property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing Grantor now or hereafter coming into the actual possession, custody or control of the Agent or a Lender in this Section 2.1any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise);
(f) leasehold interests in and fixtures located on any real property;
(g) records and other books and records relating to the foregoing;
(h) all of the Grantor's other property and rights of every kind and description and interests thereinintellectual property;
(i) all goods;
(j) all UCC references;
(k) all security entitlements; and
(gl) all productsaccessions and additions to, offspringsubstitutions for, rentsand replacements, issues, profits, returns, income products and proceeds of and from any and all of the foregoing Collateral (including including, without limitation, proceeds which constitute property of the types described in clauses (a), ) through (b), (c), (d), (ek) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, this Section 1 and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Administrative Agent or a Lender is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral)Collateral and (ii) cash. Provided that the foregoing shall exclude (A) any Contract Rights (other than any Contract Rights pursuant to a franchise agreement between Borrower and an automobile manufacturer) or General Intangibles of the Grantor to the extent the Grantor may not grant a security interest in the same without breach of the terms thereof and (B) unless the relevant automobile manufacturer grants its consent thereto, any Contract Rights or General Intangibles related to a franchise agreement with an automobile manufacturer if the granting of the foregoing security interest would permit such automobile manufacturer to terminate or materially alter such franchise agreement or any related agreements with the Borrower, provided that Grantor shall use commercially reasonable efforts to obtain agreements from the relevant manufacturers (a) permitting the grant of a security interest described in subsection (A) above and (b) granting the consent described in subsection (B) above. It is hereby acknowledged that certain of the franchise agreements and other related agreements between the various automobile manufacturers and the Grantors contain (i) restrictions on the ability of each Grantor to transfer its ownership interest in any Dealership without the consent of the relevant automobile manufacturer, (ii) provisions giving the automobile manufacturer a right of first refusal over any proposed sale or transfer of the ownership interests in any Dealership or any portion of the assets of any Dealership (provided, however, that for the purposes of this acknowledgment, the interpretation of the Agent and the Lenders is that "transfer" does not include the granting of a security interest in assets other than ownership interests in a Dealership and contract rights under franchise agreements) and (iii) requirements that under certain circumstances (including, without limitation, upon termination of the relevant franchise agreement) the Grantor must sell certain property (consisting primarily of a particular manufacturer's vehicles, parts, accessories, signs, tools and other similar items) to the manufacturer free and clear of any liens and encumbrances. It is understood and agreed that the existence or occurrence of any of the foregoing shall not result in a breach of or default under this Agreement, provided, however, that it is understood that for purposes of this acknowledgment, the interpretation of the Agent and the Lenders is that nothing contained in clause (iii) of the preceding sentence may be construed as invalidating the Liens evidenced by, or the terms of, any of the Collateral Documents.
Appears in 1 contract
Grant of Security. The Each Grantor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Lender Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, Lender Parties a security interest in in, all of such Grantor's right, title and interest in, to and under the followingfollowing property, whether now or hereafter existing or acquired by the Grantor (the "Collateral"):
(a) all equipment in all of its forms of the such Grantor, wherever located, including Rolling Stock (but excluding motor vehicles, trucks and trailers), and 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 such Grantor, 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 therefortherefor (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 the such Grantor has an interest in mass or a joint or other interest or right of any kind (including goods in which the such Grantor has an interest or right as consignee), and
(iii) all goods which are returned to or repossessed by the 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 (including tax refunds) of such Grantor, including ownership rights of the inventory owned by such 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 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" (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 the such Grantor;
(e) all books, records, writings, data bases, information and other property of such Grantor relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, to any of the foregoing in this Section 2.1;
(f) all of the such Grantor'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 lock boxes of the such Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).
Appears in 1 contract
Grant of Security. The Grantor Guarantor hereby assigns and pledges grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, Bank and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, Bank a security interest in and on all of Guarantor's right, title and interest in and to all of the following, whether now owned or hereafter acquired or existing or acquired by the Grantor (the "Collateral"):
(a) all All equipment in all of its forms of the Grantorforms, wherever located, including including, without limitation, all machinery and other goods, furniture, furnishings, fixtures, office supplies and all other similar types of tangible personal property and all parts thereof and all accessionsaccessions thereto, additionstogether with all parts, attachmentsfittings, improvementsspecial tools, substitutions alterations, substitutions, replacements and replacements thereto and therefor and all accessories related accessions thereto (any and all of the foregoing such equipment, parts and accessions being the "Equipment");
(b) all All inventory in all of its forms of the Grantorforms, wherever located, including
, but not limited to: (i) all raw materials and work in process thereforprocess, finished goods thereofgoods, and materials used or consumed in the manufacture or production thereof,
production, (ii) all goods in which the Grantor Guarantor has an interest in mass or a joint or other interest or right of any kind (including including, without limitation, goods in which the Grantor Guarantor has an interest or right as consignee), and
and (iii) all goods which are returned to or repossessed by the GrantorGuarantor, and all accessions thereto, thereto and products thereof and all documents therefor and documents of title relating to or covering any of the foregoing or any other assets ("Documents") (any and all such inventory, materials, goods, accessions, products and documents Documents being the "Inventory");
(c) all All accounts, contractsaccounts receivable, contract rights, chattel paper, documents, instruments, acceptances, drafts, and general intangibles (including tax refunds) other obligations of the Grantorany kind, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, together with all ledger sheets, files, records and documents relating to any of the foregoing, including all computer records, programs, storage media and computer software useful or required in connection therewith (the "Receivables"), and all rights of the Grantor now or hereafter existing in and to all security agreements, guarantiesleases, 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" (provided, however, that Receivables shall not include Prescription Receivables sold to Pharmacy Fund pursuant to the Rapid Remit Program), and any and all such leases, security agreements, guaranties, leases agreements and other contracts being (the "Related Contracts") (provided, however, that Related Contracts shall not include the Rapid Remit Program Documents);
(d) All rights under all Intellectual Property Collateral contracts or agreements to which Guarantor is a party (other than contracts or agreements which by their terms expressly prohibit the granting of the Grantora Lien thereon);
(e) All trademarks, trade names, trade styles, service marks, prints and labels on which said trademarks, trade names, trade styles and service marks have appeared or appear, designs and general intangibles of like nature, now existing or hereafter adopted, all booksright, recordstitle and interest therein and thereto, writingsand all registrations and recordings thereof, data basesincluding, information without limitation, applications, registrations and other property relating to, used recordings in the United States Patent and Trademark office or useful in connection with, evidencing, embodying, incorporating any similar office or referring toagency of the United States, any of State thereof, or any other country or any political subdivision thereof, together with the foregoing in this Section 2.1goodwill associated therewith, and all reissues, amendments, extensions or renewals thereof and all licenses thereof (the "Trademarks");
(f) all All copyrights, copyrighted works or any item which embodies such copyrighted work of the Grantor's United States or any other property country, all applications therefor, all right, title and rights interest therein and thereto, and all registrations and recordings thereof, including, without limitation, applications, registrations and recordings in the United States Copyright office or in any similar office or agency of every kind the United States, any State thereof or any other country or any political subdivision thereof, and description all derivative works, extensions or renewals thereof (the "Copyrights");
(g) All letters patent of the United States or any other country, and interests thereinall applications therefor, all right, title and interest therein and thereto, and all registrations and recordings thereof, including, without limitation, applications, registrations and recordings in the United States Patent and Trademark office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, and all reissues, continuations, divisionals, continuations-in-part or extensions thereof and all licenses thereof (the "Patents");
(h) All general intangibles, including but not limited to good will and tax refunds (the "General Intangibles"); and
(gi) all products, offspring, rents, issues, profits, returns, income and All proceeds of and from any and all of the foregoing Collateral (including including, without limitation, proceeds which constitute property of the types described in clauses (a), ) through (b), (c), (d), (eh) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, this Section 1) 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral)items.
Appears in 1 contract
Sources: Credit Agreement (Boundless Corp)
Grant of Security. The Grantor hereby assigns and pledges to the Administrative Agent Collateral Trustees for its their benefit and in trust for the equitable and ratable benefit of each of the Representatives and the Secured PartiesHolders, and hereby grants to the Administrative Agent Collateral Trustees for its their benefit and in trust for the equitable and ratable benefit of each of the Representatives and the Secured Parties, Holders a lien on and security interest in, the Grantor's right, title and interest in all of and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by the Grantor, wherever located, and whether now or hereafter existing or acquired by the Grantor arising (collectively, the "CollateralCOLLATERAL"):
(a) all equipment in all of its forms of the Grantorforms, wherever located, including all fixtures and all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related accessions thereto (any and all of the foregoing such equipment, fixtures, parts and accessions being the "EquipmentEQUIPMENT");
(b) all inventory in all of its forms of the Grantor(including, wherever located, including
(i) all but not limited to raw materials and work in process therefor, finished goods thereof, thereof and materials used or consumed in the manufacture manufacture, production, preparation or production shipping 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 including, without limitation, goods in which the Grantor has an interest or right as consignee), and
(iii) all and goods which that are returned to or repossessed or stopped in transit by the Grantor), and all accessions thereto, thereto and products thereof and documents therefor (any and all such inventory, materials, goods, accessions, products and documents being the "InventoryINVENTORY");
(c) all accounts, contracts, contract rights, chattel paper, documents, instruments, and deposit accounts, general intangibles (including tax refunds) and other obligations of the Grantorany kind, whether or not arising out of or in connection with the sale or lease of goods or the rendering of servicesservices and whether or not earned by performance, 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 deposit accounts, general intangibles or obligations (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments, and deposit accounts, general intangibles and obligations, to the extent not referred to in clause (d), (e) or (f) below, being the "Receivables" (provided, however, that Receivables shall not include Prescription Receivables sold to Pharmacy Fund pursuant to the Rapid Remit Program)RECEIVABLES", and any and all such security agreements, guaranties, leases and other contracts being the "Related ContractsRELATED CONTRACTS") (provided, however, that Related Contracts shall not include the Rapid Remit Program Documents);
(d) the following (the "SECURITY COLLATERAL"):
(i) the shares of stock set forth opposite the Grantor's name on and as otherwise described in Part I of Schedule I hereto and issued by the corporations named therein (the "INITIAL PLEDGED SHARES") and the certificates, if any, representing the Initial Pledged Shares, and all Intellectual Property Collateral 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 Initial Pledged Shares;
(ii) the indebtedness set forth opposite the Grantor's name on and as otherwise described in Part II of Schedule I hereto and issued by the obligors named therein (the "INITIAL PLEDGED DEBT") and the instruments, if any, evidencing the Initial 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 Initial Pledged Debt;
(iii) all additional shares of stock from time to time acquired by the Grantor in any manner (other than any shares held by the Grantor in any HMO Subsidiary or Insurance Subsidiary for which approval for the pledge of such shares has not been granted as set forth in Section 5.01(i) of the Credit Agreement) (such shares, together with the Initial Pledged Shares, being the "PLEDGED SHARES"), and the certificates, if any, 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 from time to time owed to the Grantor (such indebtedness, together with the Initial Pledged Debt, being the "PLEDGED DEBT") and the instruments, 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 such indebtedness; and
(v) all other investment property (including, without limitation, all (A) securities, whether certificated or uncertificated, (B) security entitlements, (C) securities accounts, (D) commodity contracts and (E) commodity accounts) in which the Grantor has now, or acquires from time to time hereafter, any right, title or interest in any manner, and the certificates or instruments, if any, representing or evidencing such investment property, and all dividends, interest, distributions, value, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such investment property;
(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 each of the foregoing agreements listed on Schedule II hereto, and each Hedge Agreement to which the Grantor is now or may hereafter become a party, in this Section 2.1each 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, (i) all rights of the Grantor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of the Grantor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of the 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) the following (collectively, the "ACCOUNT COLLATERAL"):
(i) the non-interest bearing cash collateral account entitled "No. 55859-0" (the "GRANTOR SHARED COLLATERAL ACCOUNT") that has been established with the Corporate Trustee at its offices at its corporate trust department in the State of Delaware and is, and shall at all times remain, under the sole dominion and control of the Corporate Trustee, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Grantor Shared Collateral Account;
(ii) all deposit accounts of the Grantor from time to time, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing such deposit accounts;
(iii) all notes, certificates of deposit, checks and other instruments from time to time delivered to or otherwise possessed by the Collateral Trustees for or on behalf of the Grantor, including, without limitation, those delivered or possessed in substitution for or in addition to any or all of the Grantor's other property and rights of every kind and description and interests thereinthen existing Account Collateral; and
(iv) 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) the following (collectively, the "INTELLECTUAL PROPERTY COLLATERAL"):
(i) all productsUnited States, offspringinternational and foreign patents, rentspatent applications and statutory invention registrations, issuesincluding, profitswithout limitation, returnsthe patents and patent applications set forth in Schedule V hereto (as such Schedule V may be supplemented from time to time by supplements to this Agreement, income each such supplement being in substantially the form of Exhibit C hereto (an "IP SECURITY AGREEMENT SUPPLEMENT"), executed and delivered by the Grantor to the Collateral Trustees from time to time), together with all reissues, divisions, continuations, continuations-in-part, extensions and reexaminations thereof, all inventions therein, all rights therein provided by international treaties or conventions and all improvements thereto, and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto (the "PATENTS");
(ii) all trademarks (including, without limitation, service marks), certification marks, collective marks, trade dress, logos, domain names, product configurations, trade names, business names, corporate names and other source identifiers, whether or not registered, whether currently in use or not, including, without limitation, all common law rights and registrations and applications for registration thereof, including, without limitation, the trademark registrations and trademark applications set forth in Schedule V hereto (as such Schedule V may be supplemented from time to time by IP Security Agreement Supplements executed and delivered by the Grantor to the Collateral Trustees from time to time), and all other marks registered in the U.S. Patent and Trademark Office or in any office or agency of any State or Territory of the United States or any foreign country (but excluding any United States intent-to-use trademark application prior to the filing and acceptance of a Statement of Use or an Amendment to allege use in connection therewith to the extent that a valid security interest may not be taken in such an intent-to-use trademark application under applicable law), and all rights therein provided by international treaties or conventions, all reissues, extensions and renewals of any of the foregoing, together in each case with the goodwill of the business connected therewith and symbolized thereby, and all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto (the "TRADEMARKS");
(iii) all copyrights, copyright applications, copyright registrations and like protections in each work of authorship, whether statutory or common law, whether published or unpublished, any renewals or extensions thereof, all copyrights of works based on, incorporated in, derived from, or relating to works covered by such copyrights, including, without limitation, the copyright registrations and copyright applications set forth in Schedule V hereto (as such Schedule V may be supplemented from time to time by IP Security Agreement Supplements executed and delivered by the Grantor to the Collateral Trustees from time to time), together with all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto (the "COPYRIGHTS");
(iv) all confidential and proprietary information, including, without limitation, know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (the "TRADE SECRETS");
(v) 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, and all rights with respect to the foregoing, together with any and all options, warranties, service contracts, program services, test rights, maintenance rights, improvement rights, renewal rights and indemnifications and any substitutions, replacements, additions or model conversions of any of the foregoing (the "COMPUTER SOFTWARE");
(vi) all license agreements, permits, authorizations and franchises, whether with respect to the Patents, Trademarks, Copyrights, Trade Secrets or Computer Software, or with respect to the patents, trademarks, copyrights, trade secrets, computer software or other proprietary right of any other Person, including, without limitation, the material license agreements set forth in Schedule V hereto (as such Schedule V may be supplemented from time to time by IP Security Agreement Supplements executed and delivered by the Grantor to the Collateral Trustees from time to time), and all income, royalties and other payments now or hereafter due and/or payable with respect thereto, subject, in each case, to the terms of such license agreements, permits, authorizations and franchises, (the "LICENSES"); and
(vii) any and all claims for damages for past, present and future infringement, misappropriation or breach with respect to the Patents, Trademarks, Copyrights, Trade Secrets, Computer Software or Licenses, with the right, but not the obligation, to sue xxr and collect, or otherwise recover, such damages;
(h) all proceeds of of, collateral for and from supporting obligations relating to, any and all of the foregoing Collateral (including proceeds which including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in clauses (a) through (g) of this Section 1 and this clause (h), (b), (c), (d), (e) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Administrative Agent is Collateral Trustees are the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral)Collateral and (ii) cash.
Appears in 1 contract
Sources: Shared Collateral Security Agreement (Pacificare Health Systems Inc /De/)
Grant of Security. The Grantor Borrower hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured PartiesLender Group, and hereby grants to HH, as collateral agent for the Administrative Agent for its benefit and Lender Group (the ratable benefit of each of the Secured Parties"Collateral Agent"), a security interest in all of in, the followingfollowing (collectively, whether now or hereafter existing or acquired by the Grantor (the "Collateral"):
(a) all of the Borrower's right, title and interest, whether now owned or hereafter acquired, in and to all equipment in all of its forms of the Grantorforms, wherever located, including now or hereafter existing, all fixtures and all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related accessions thereto (any and all of the foregoing such equipment, fixtures, parts and accessions being the "Equipment");
(b) all of the Borrower's right, title and interest, whether now owned or hereafter acquired, in and to all inventory in all of its forms of the Grantorforms, wherever located, now or hereafter existing (including
, but not limited to, (i) all raw materials and work in process therefor, finished goods thereof, thereof and materials used or consumed in the manufacture or production thereof,
, (ii) all goods in which the Grantor Borrower has an interest in mass or a joint or other interest or right of any kind (including including, without limitation, goods in which the Grantor Borrower has an interest or right as consignee), and
) and (iii) all goods which that are returned to or repossessed by the GrantorBorrower), and all accessions thereto, thereto and products thereof and documents therefor (any and all such inventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all of the Borrower's right, title and interest, whether now owned or hereafter acquired, in and to all accounts, contracts, contract rights, chattel paper, documents, instruments, and deposit accounts, general intangibles (including tax refunds) and other obligations of the Grantorany 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 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, contractscontract rights, chattel paper, instruments, deposit accounts, general intangibles or obligations (any and all such accounts, contract rights, chattel paper, documents, instruments, and deposit accounts, general intangibles and obligations, to the extent not referred to in clause (any and all such accountsd), contracts(e) or (f) below, 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 leases, security agreements, guaranties, leases agreements 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 the GrantorBorrower's right, title and interest in and to each of the agreements to which the Borrower is now or may hereafter become a party, in each case as such agreements may be amended or otherwise modified from time to time (collectively, the "Assigned Agreements"), including, without limitation, (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of the Borrower 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");
(e) all booksof the following (collectively, recordsthe "Account Collateral"):
(i) all deposit accounts of the Borrower, writingsall funds held therein and all certificates and instruments, data basesif any, information from time to time representing or evidencing such deposit accounts; (ii) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time hereafter delivered to or otherwise possessed by the Lender Group for or on behalf of the Borrower in substitution for or in addition to any or all of the then existing Account Collateral; and (iii) all interest, dividends, cash, instruments and other property relating tofrom time to time received, used receivable or useful otherwise distributed in connection with, evidencing, embodying, incorporating respect of or referring to, in exchange for any or all of the foregoing in this Section 2.1;then existing Account Collateral; and
(f) all of the Grantor'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 including, without limitation, proceeds which that constitute property of the types described in clauses (a), (b), (c), (d), ) - (e) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, this Section 1.7) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Administrative Agent Lender Group is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of any loss or damage to or otherwise with respect to any of the foregoing Collateral)Collateral and (ii) cash.
Appears in 1 contract
Sources: Loan Agreement (Naturade Inc)
Grant of Security. The Grantor hereby assigns As security for payment and pledges to the Administrative Agent for its benefit and the ratable benefit of each performance of the Secured PartiesObligations, the Grantor hereby conveys, mortgages, pledges, assigns, transfers, sets over, grants and hereby grants delivers to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, Party a continuing security interest in all of the followingGrantor's right, title and interest in and to the following property, wherever located, whether now owned or existing or hereafter existing acquired or acquired by the Grantor arising (hereinafter referred to as the "Collateral"):
(a) 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 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 rights to the manufacture or production thereof,
(ii) all goods in which the Grantor has an interest in mass or a joint payment of money or other interest or right forms of consideration of any kind (including goods in which whether classified under the Grantor has an interest or right UCC 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 inventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contracts, contract rights, chattel paper, documentsgeneral intangibles or otherwise) including, but not limited to, accounts receivable, insurance proceeds, letters of credit and the right to receive payment thereunder, chattel paper, any rights under contracts not yet earned by performance and not evidenced by an instrument or chattel paper, notes, drafts, instruments, documents, acceptances and general intangibles (including all other debts, obligations and liabilities 13 in whatever form from any Person, but excluding tax refunds) of the Grantor, whether or refunds and insurance proceeds not arising out of the Collateral, (ii) all guaranties, security and Liens securing payment thereof, (iii) all goods, whether now owned or hereafter acquired, and whether sold, delivered, undelivered, in connection with transit or returned, which may be represented by, or the sale or lease of which may have given rise to, any such right to payment or other debt, obligation or liability, and (iv) all proceeds of any of the foregoing (the foregoing, collectively, "Receivables"),
(b) (i) all inventory, (ii) all goods intended for sale or lease or for display or demonstration, (iii) all work in process, (iv) all raw materials and other materials and supplies of every nature and description used or which might be used in connection with the manufacture, packing, shipping, advertising, selling, leasing or furnishing of goods or services or otherwise used or consumed in the rendering conduct of servicesbusiness, and (v) all documents of title, including bills of lading and warehouse receipts, and other documents evidencing and general intangibles relating to any of the foregoing (the foregoing, collectively, "Inventory"),
(c) any demand, time, savings, passbook, money market or like depository account, and all rights certificates of deposit, maintained with a bank, savings and loan association, credit union or like organization (other than an account evidenced by a certificate of deposit that is an instrument under the Grantor now or hereafter existing in and UCC) to all security agreementswhich proceeds of Collateral are deposited (the foregoing, guarantiescollectively, 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" (provided, however, that Receivables shall not include Prescription Receivables sold to Pharmacy Fund pursuant to the Rapid Remit ProgramDeposit Accounts"), 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 certificated and uncertificated securities, all security entitlements, all securities accounts, all commodity contracts and all commodity accounts, EXCLUDING, HOWEVER, the equity securities of any Subsidiary, to the extent acquired directly with proceeds of Collateral (the foregoing, collectively, "Investment Property"),
(i) any investment account maintained by or on behalf of the Grantor;
Grantor with the Agent or any Lender or any Affiliate of the Agent or any Lender, (eii) any agreement governing such account, (iii) all books, records, writings, data bases, information cash proceeds and other property relating to, used Investment Property now or useful hereafter held by the Agent or any Lender or any Affiliate of the Agent or any Lender on behalf of the Grantor in connection with, evidencing, embodying, incorporating or referring to, any of with such investment account and (iv) all documents evidencing and general intangibles related to the foregoing in this Section 2.1;(the foregoing, collectively, "Investment Accounts"),
(f) all cash or other property deposited with the Agent or any Lender or any Affiliate of the Grantor's other property Agent or any Lender or which the Agent, for its benefit and rights for the benefit of every kind and description and interests therein; andthe Lenders, or any Lender or such Affiliate is entitled to retain or otherwise possess as collateral pursuant to the provisions of this Agreement or any of the Loan Documents or any agreement relating to any Letter of Credit, including, without limitation, amounts on deposit in the Cash Collateral Account,
(g) all productsgoods and other property, 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), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, and, to the extent not otherwise included, all payments under insurance (whether or not delivered, (i) the Administrative Agent is the loss payee thereof)sale or lease of which gives or purports to give rise to any Receivable, including, but not limited to, all merchandise returned or rejected by or repossessed from customers, or (ii) securing any indemnityReceivable, warranty including, without limitation, all rights as an unpaid vendor or guarantylienor (including, payable by reason of loss or damage to or otherwise without limitation, stoppage in transit, replevin and reclamation) with respect to any of the foregoing Collateral).such goods and other properties,
Appears in 1 contract
Grant of Security. The Grantor hereby assigns and pledges to the Administrative Collateral Agent for its benefit and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Collateral Agent for its benefit and the ratable benefit of each of the Secured Parties, a security interest in all of the following, whether now or hereafter existing or acquired by the Grantor (the "Collateral"):
(a) 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 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 inventory, 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 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" (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 the Grantor;
(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 the foregoing in this Section 2.1;
(f) all of the Grantor'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), proceeds deposited from time to time in the Concentration Account, Cash Collateral Account and in any lock boxes or any Lockbox Account of the Grantor, and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative Collateral Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).
Appears in 1 contract
Grant of Security. The Grantor Company hereby assigns and pledges grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of secure the Secured PartiesObligations (as defined below), a security interest in and Lien upon, all of the Company's right, title and interest in and to all of the Company's assets (other than the Optional Excluded Assets and Deemed Excluded Assets (each as defined below, and collectively the "Excluded Assets")), including, without limitation, the following, in each case, as to each type of property described below whether now owned or hereafter acquired by the Company, wherever located, and whether now or hereafter existing or acquired by the Grantor arising (collectively, the "Collateral"):
(a) all personal and fixture property of every kind and nature including without limitation all goods (including inventory, equipment in and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, letters of credit (whether or not the letter of credit is evidenced by a writing), securities, stock (whether certificated or uncertificated) and all other investment property, supporting obligations, any other contract rights or rights to the payment of its forms money, insurance claims and proceeds, tort claims, and all general intangibles including, without limitation, all goodwill, and all licenses, permits, agreements of any kind or nature pursuant to which the Company possesses, uses or has authority to possess or use tangible property of others or that others possess, use or have authority to possess or use tangible property of the Grantor, wherever located, including Company; and
(b) all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related thereto (proceeds of 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 inventory, 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 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" (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 the Grantor;
(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 the foregoing in this Section 2.1;
(f) all of the Grantor'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 including, without limitation, proceeds which that constitute property of the types described in clauses clause (a), ) of this Section 1 and this clause (b), (c), (d), (e) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Administrative Agent Secured Parties is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash (the "Proceeds"). Notwithstanding the foregoing, the Collateral shall not include (I) any and all of the following assets (the "Deemed Excluded Assets"), unless the Company provides written notice to the Secured Parties that any such Deemed Excluded Asset should be included in the Collateral: (a) any form of intellectual property, including patents, patent applications, trademarks, trademark applications, trade names, copyrights, copyright applications, software, engineering drawings, trade secrets, know-how, service marks, and customer lists, (b) any rights under contracts, leases or intellectual property rights if the terms of such contract, lease or intellectual property right, or the terms of any right granted by the Company with respect thereto, prohibit the collateral assignment or granting of a security interest in the Company's right in the same; (c) any restricted cash or cash equivalents or any certificates of deposit, whether now owned by the Company or hereafter acquired, that secure the Company's obligations with respect to letters of credit, performance or surety bonds or similar obligations, and (d) any rights under the IRU Capacity Agreement, dated December 19, 1998, between the Company and AT&T Corp., as the same may have been and may from time to time be amended, modified and restated, and any successor to such agreement; (II) any asset (an "Optional Excluded Asset"), for which the Company has provided a written notice of exclusion (a "Notice of Exclusion"), specifically identifying the asset (or class of assets) and stating that it is excluded from the meaning of Collateral under this Agreement; provided that the Company shall only be entitled to deliver a Notice of Exclusion if the Optional Excluded Asset is to be used as collateral to secure obligations of the Company to other parties in connection with bona fide commercial or financing transactions with such a third party; and provided, further, that after giving effect to such Notice of Exclusion, the total book value of the Collateral securing the Secured Obligations pursuant to this Agreement, less the total aggregate principal amount of all secured indebtedness of the Company for money borrowed (excluding the Secured Obligations) which is secured by the Collateral, in each case determined in accordance with generally accepted accounting procedures, would exceed the then-outstanding principal amount of the Notes; or (III) any proceeds of any Excluded Asset.
Appears in 1 contract
Sources: Security Agreement (At Home Corp)
Grant of Security. The Grantor hereby assigns and pledges to Agent, for the Administrative Agent for its benefit and the ratable benefit of each of the Secured PartiesLenders, and hereby grants to Agent, for the Administrative Agent for its benefit and the ratable benefit of each of the Secured PartiesLenders, a security interest in in, all of its respective right, title and interest in and to the following, whether now owned or hereafter existing or acquired by the Grantor (the "Collateral"):
(a) all furniture, machinery, service vehicles, supplies and other 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 and all accessories related thereto (any and all of the foregoing being the "Equipment");
(b) all motor vehicles, tractors, trailers, service parts and accessories and other 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 inventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contracts, contract rights, chattel paper, instruments, notes, letters of credit, documents, instrumentsdocuments of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds and general intangibles (including tax refunds) other obligations of the Grantorthird persons of any kind, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods or goods, the rendering of servicesservices or otherwise, and all rights of the Grantor now or hereafter existing in and to all security agreements, guarantiesleases, leases and other contracts securing or otherwise relating to any such accounts, contractscontract rights, chattel paper, instruments, notes, letters of credit, documents, documents of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds or obligations of third persons (any and all such accounts, contract rights, chattel paper, documents, instruments, and general intangibles (any and all such accountsnotes, contracts, contract rights, chattel paperletters of credit, documents, instrumentsdocuments of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds and general intangibles obligations of third persons 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 leases, security agreements, guaranties, leases agreements 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 the Grantor's governmental approvals and authorizations to the maximum extent permitted by applicable law;
(e) all books, records, writings, data bases, information property and other interests in property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing Grantor now or hereafter coming into the actual possession, custody or control of Lender in this Section 2.1any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise);
(f) all of leasehold interests in and fixtures located on any real property;
(g) records and other books and records relating to the Grantor's other property and rights of every kind and description and interests thereinforegoing; and
(gh) all productsaccessions and additions to, offspringsubstitutions for, rentsand replacements, issues, profits, returns, income products and proceeds of and from any and all of the foregoing Collateral (including including, without limitation, proceeds which constitute property of the types described in clauses (a), ) through (b), (c), (d), (eg) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, this Section 1 and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Administrative Agent Lender is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral)Collateral and (ii) cash.
Appears in 1 contract
Grant of Security. The Subject to the terms and conditions of the Intercreditor and Subordination Agreements, each Grantor hereby assigns pledges and pledges ratifies, acknowledges, confirms and continues its pledge to the Administrative Collateral Agent for its benefit and the ratable benefit of each of the Secured PartiesParties (subject to the terms of this Agreement), and hereby grants and ratifies, acknowledges, confirms and continues its grant to the Administrative Collateral Agent for its benefit and the ratable benefit of each of the Secured Parties, Parties a security interest in, such Grantor’s right, title and interest in all of 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 acquired by arising (collectively, the Grantor (the "“Collateral"”):
(a) all equipment in all of its forms of the Grantorforms, wherever located, including all fixtures and all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related accessions thereto (any and all of the foregoing such equipment, fixtures, parts and accessions being the "“Equipment"”);
(b) all inventory in all of its forms of the Grantorincluding, wherever locatedwithout limitation, including
(i) all raw materials and work in process therefor, finished goods thereof, thereof and materials used or consumed in the manufacture manufacture, production, preparation or production shipping thereof,
, (ii) all goods in which the such Grantor has an interest in mass or a joint or other interest or right of any kind (including including, without limitation, goods in which the such Grantor has an interest or right as consignee), and
) and (iii) all goods which that are returned to or repossessed or stopped in transit by the such Grantor, ) and all accessions thereto, thereto and products thereof and documents therefor (any and all such inventory, materials, goods, accessions, products and documents being the "“Inventory"”);
(c) all accounts, contracts, contract rightsdocuments, chattel paper, documents, instruments, and deposit accounts, general intangibles (including tax refunds) and other obligations of the Grantorany kind, whether or not arising out of or in connection with the sale or lease of goods or the rendering of servicesservices and whether or not earned by performance, 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 deposit accounts, general intangibles or obligations (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments, and deposit accounts, general intangibles being the "Receivables" (providedand obligations, 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 extent not include the Rapid Remit Program Documents);
(d) all Intellectual Property Collateral of the Grantor;
(e) all books, records, writings, data bases, information and other property relating to, used or useful referred to in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing in this Section 2.1;
(f) all of the Grantor'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), clause (d), (e) and or (f) below, being the “Receivables”);
(d) the following (the “Security Collateral”):
(i) the Initial Pledged Shares and the certificates, proceeds deposited if any, representing the Initial Pledged 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 the Collateral Account Initial Pledged Shares;
(ii) the Initial Pledged Debt and the instruments, if any, evidencing the Initial 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 Initial Pledged Debt;
(iii) all additional shares of capital stock in other corporations from time to time acquired by such Grantor in any lock boxes manner (such shares, together with the Initial Pledged Shares, being the “Pledged Shares”) and the certificates, if any, 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 from time to time owed to such Grantor (such indebtedness, together with the Initial Pledged Debt, being the “Pledged Debt”) and the instruments, 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 such indebtedness;
(v) the Securities Accounts, all Pledged Security Entitlements with respect to all Pledged Financial Assets from time to time credited to the Securities Accounts, and all Pledged Financial Assets, and all dividends, 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 Pledged Security Entitlements or such Pledged Financial Assets; and
(vi) all other investment property (including, without limitation, all (A) securities, whether certificated or uncertificated, (B) security entitlements, (C) securities accounts, (D) commodity contracts and (E) commodity accounts) in which such Grantor has now, or acquires from time to time hereafter, any right, title or interest in any manner and the certificates or instruments, if any, representing or evidencing such investment property, and all dividends, interest, distributions, value, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such investment property;
(e) all contracts and agreements between any Grantor and one or more additional parties (including, without limitation, each of the Grantoragreements listed on Schedule II hereto, and, each of the agreements set forth on the supplemental list of Material Contracts delivered by the Parent pursuant to the extent not otherwise included, all payments under insurance Third Amended Credit Agreement (whether or not the Administrative Agent is the loss payee thereof“Supplemental List”), 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, amended and restated, supplemented or otherwise modified from time to time (collectively, the “Assigned Agreements”)), including, without limitation, (i) all rights of such Grantor to receive moneys due and to become due under or pursuant to such contracts and agreements, (ii) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guarantyguaranty with respect to such contracts and agreements, payable by reason (iii) claims of loss such Grantor for damages arising out of or damage for breach of or default under such contracts and agreements and (iv) the right of such Grantor to terminate such contracts and agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder (all such Collateral being the “Agreement Collateral”);
(f) the following (collectively, the “Account Collateral”):
(i) the Collateral Account, all financial assets from time to time credited to the Collateral Account (including, without limitation, all Cash Equivalents from time to time credited to the Collateral Account) and all dividends 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 financial assets;
(ii) all deposit accounts of such Grantor from time to time, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing such deposit accounts, other than any deposit account (including funds held therein and all certificates or instruments representing or evidencing such deposit accounts) that is used solely for the purpose of holding or making payment of payroll or employee incentive plans (“Payroll Accounts”);
(iii) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent for or on behalf of such Grantor, including, without limitation, those delivered or possessed in substitution for or in addition to any or all of the then existing Account Collateral; and
(iv) 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; and
(g) the following (collectively, the “Intellectual Property Collateral”):
(i) all United States, international and foreign patents, patent applications and statutory invention registrations, including, without limitation, the patents and patent applications set forth in Schedule V hereto (as such Schedule V may be supplemented from time to time by supplements to this Agreement, each such supplement being in substantially the form of Exhibit D hereto (an “IP Security Agreement Supplement”), executed and delivered by such Grantor to the Collateral Agent from time to time), together with all reissues, divisions, continuations, continuations-in-part, extensions and reexaminations thereof, all inventions therein, all rights therein provided by international treaties or conventions and all improvements thereto, and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (the “Patents”);
(ii) all trademarks (including, without limitation, service marks), certification marks, collective marks, trade dress, logos, domain names, product configurations, trade names, business names, corporate names and other source identifiers, whether or not registered, whether currently in use or not, including, without limitation, all common law rights and registrations and applications for registration thereof, including, without limitation, the trademark registrations and trademark applications set forth in Schedule V hereto (as such Schedule V may be supplemented from time to time by IP Security Agreement Supplements executed and delivered by such Grantor to the Collateral Agent from time to time), and all other marks registered in the U.S. Patent and Trademark Office or in any office or agency of any State or Territory of the United States or any foreign country (but excluding any United States intent-to-use trademark application prior to the filing and acceptance of a Statement of Use or an Amendment to allege use in connection therewith to the extent that a valid security interest may not be taken in such an intent-to-use trademark application under applicable law), and all rights therein provided by international treaties or conventions, all reissues, extensions and renewals of any of the foregoing, together in each case with the goodwill of the business connected therewith and symbolized thereby, and all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (the “Trademarks”);
(iii) all copyrights, copyright applications, copyright registrations and like protections in each work of authorship, whether statutory or common law, whether published or unpublished, any renewals or extensions thereof, all copyrights of works based on, incorporated in, derived from, or relating to works covered by such copyrights, including, without limitation, the copyright registrations and copyright applications set forth in Schedule V hereto (as such Schedule V may be supplemented from time to time by IP Security Agreement Supplements executed and delivered by such Grantor to the Collateral Agent from time to time), together with all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (the “Copyrights”);
(iv) all confidential and proprietary information, including, without limitation, know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (the “Trade Secrets”);
(v) 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, and all rights with respect to the foregoing, together with any and all options, warranties, service contracts, program services, test rights, maintenance rights, improvement rights, renewal rights and indemnifications and any substitutions, replacements, additions or model conversions of any of the foregoing Collateral(the “Computer Software”).;
(vi) all license agreements, permits, authorizations and franchises, whether with respect to the Patents, Trademarks, Copyrights, Trade Secrets or Computer Software or with respect to the patents, trademarks, copyrights, trade secrets, computer software or other proprietary right of any other Person, including, without limitation, the license agreements set forth in Schedule V hereto (as such Schedule V may be supplemented from time to time by IP Security Agreement Supplements executed and delivered by such Grantor to the Collateral Agent from time to time), and all income, royalties and other payments now or hereafter due and/or payable with respect thereto, subject, in each case, to the terms of such license agreements, permits, authorizations and franchises (the “Licenses”); and
(vii) any and all claims for damages for past, present and future infringement, misappropriation or breach with respect to the Patents, Trademarks, Copyrights, Trade Secrets, Computer Software or Licenses together with the right, but not the obligation, to xxx for and collect, or otherwise recover, such damage;
Appears in 1 contract
Grant of Security. The Grantor Borrower hereby assigns and pledges to Agent, for the Administrative Agent for its benefit and the ratable benefit of each of the Secured PartiesLenders, and hereby grants to Agent, for the Administrative Agent for its benefit and the ratable benefit of each of the Secured PartiesLenders, a security interest in in, all of its respective right, title and interest in and to the following, whether now owned or hereafter existing or acquired by the Grantor (the "Collateral"):
(a) all furniture, machinery, service vehicles, supplies and other 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 and all accessories related thereto (any and all of the foregoing being the "Equipment");
(b) all motor vehicles, tractors, trailers, service parts and accessories and other 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 inventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contracts, contract rights, chattel paper, instruments, notes, letters of credit, documents, instrumentsdocuments of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds and general intangibles (including tax refunds) other obligations of the Grantorthird persons of any kind, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods or goods, the rendering of servicesservices or otherwise, and all rights of the Grantor now or hereafter existing in and to all security agreements, guarantiesleases, leases and other contracts securing or otherwise relating to any such accounts, contractscontract rights, chattel paper, instruments, notes, letters of credit, documents, documents of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds or obligations of third persons (any and all such accounts, contract rights, chattel paper, documents, instruments, and general intangibles (any and all such accountsnotes, contracts, contract rights, chattel paperletters of credit, documents, instrumentsdocuments of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds and general intangibles obligations of third Persons 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 leases, security agreements, guaranties, leases agreements 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 the GrantorDebtor's governmental approvals and authorizations to the maximum extent permitted by applicable law;
(e) all books, records, writings, data bases, information property and other interests in property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing Debtor now or hereafter coming into the actual possession, custody or control of Lender in this Section 2.1any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise);
(f) all of leasehold interests in and fixtures located on any real property from which the Grantor's Debtor conducts business;
(g) records and other property books and rights of every kind and description and interests thereinrecords relating to the foregoing; and
(gh) all productsaccessions and additions to, offspringsubstitutions for, rentsand replacements, issues, profits, returns, income products and proceeds of and from any and all of the foregoing Collateral (including including, without limitation, proceeds which constitute property of the types described in clauses (a), ) through (b), (c), (d), (eg) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, this Section 1 and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Administrative Agent is or the Lenders are the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral)Collateral and (ii) cash.
Appears in 1 contract
Grant of Security. The Grantor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, and Each Debtor hereby grants to the Administrative Agent for its benefit a continuing security interest ("Security Interest") in and the ratable benefit to all personal property and fixtures of each of the Secured Parties, a security interest in all of the followingDebtor, whether now or hereafter existing or now or hereafter acquired by the Grantor and wherever located, including all equipment, accounts, inventory and general intangibles, all as more fully described as follows (the "Collateral"):
(a) All money, cash, bank accounts, deposit accounts, goods, inventory, equipment, computer hardware and software, instruments, securities, documents, documents of title, chattel paper, accounts, accounts receivable, lease receivables and leases including but not limited to, rights to rentals thereunder and each Debtor's reversionary interest in property leased thereunder and any equity rights in leases sold to third parties, contract rights, licenses, general intangibles, copyrights, patents and patents pending, trademarks and goodwill, Trade Secrets, credits, claims, demands and all equipment in all of its forms other property of the GrantorDebtors (including but not limited to leasehold improvements); 2
(b) All equipment, including without limitation all fixtures, machinery, equipment, molds, dies, motor vehicles, and other goods whether now owned or hereafter acquired by any Debtor, wherever located, including all replacements, substitutions and all parts thereof and all accessionsaccessions thereto, additionsas well as all of each Debtor's right, attachmentstitle and interest in and to any such goods now or hereafter held or used by any Debtor under any lease, improvementslease-purchase, substitutions conditional sales, use or other agreements under which any Debtor is entitled to the use and replacements thereto possession thereof, with any other rights and therefor and benefits flowing from such agreements, all accessories related thereto as may be used or useful in connection with each Debtor's business as now or hereafter carried on, any operations incidental to or associated with the same, or for any other purpose (any and all of the foregoing such equipment, machinery and fixtures, parts and accessions being the "Equipment");
(bc) all All inventory in all of its forms of the Grantorforms, wherever located, now or hereafter existing including
, but not limited to (i) all raw materials and work in process therefor, finished goods thereof, 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, any Debtor and all accessions thereto, thereto and products thereof and documents therefor (any and all such inventory, materials, goods, accessions, accessions and products and documents being the "Inventory");
(cd) all All accounts receivable, including without limitation accounts, contractscontracts (but only to the extent assignable without causing a Default under the Credit Agreement), contract rights, chattel paper, documents, instruments, licenses and general intangibles (other obligations of any kind whether now existing or hereafter arising, 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 without limitation all rights of the Grantor now or hereafter existing in and to all security agreements, guarantiesleases, leases and other contracts securing or otherwise relating to any such accounts, contractscontract rights, chattel paper, instruments, general intangibles or obligations (any and all such accounts, contract rights, chattel paper, documents, instruments, and general intangibles (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles obligations 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 leases, security agreements, guaranties, leases agreements 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 the Grantor;
(e) All general intangibles including without limitation, tradenames, trademarks, service marks, tax refunds, the corporate name and 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;product names; and
(f) all of the Grantor's other property and rights of every kind and description and interests therein; and
(g) all products, offspring, rents, issues, profits, returns, income All products 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), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).
Appears in 1 contract
Sources: Security Agreement (Tweeter Home Entertainment Group Inc)
Grant of Security. The Grantor hereby assigns assigns, conveys, pledges, grants and pledges transfers to the Administrative Agent for its benefit Secured Party a lien on and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, a security interest in all of the followingGrantor's right, title and interest in and to the following personal property and assets of the Grantor, whether now owned or hereafter existing acquired, now or acquired by hereafter existing, wherever located, in each case excluding the Grantor Excluded Property (as defined below) (collectively, the "Collateral"):
(a) all equipment in all of its forms of All goods, now owned or hereafter acquired by the Grantor, Grantor and wherever located, including all parts thereof and all accessionswhich are held for sale or lease or are to be furnished under any contract of service or which are leased or so furnished or which are raw materials, 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 thereforprocess, finished goods thereof, and or 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 business 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 in each case which constitute "inventory" (as such term is defined in the Code), and all accessions thereto, thereto and products thereof and documents therefor (any and all such inventory, materials, goods, accessions, products and documents being hereinafter called 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 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" (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 the Grantor;
(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 the foregoing in this Section 2.1;
(f) all of the Grantor's other property and rights of every kind and description and interests therein; and
(gb) all products, offspring, rents, issues, profits, returns, income All cash and noncash proceeds and products of and from any and all of the foregoing Collateral Inventory, including, without limitation: (i) whatever is now or hereafter received by Grantor upon the sale, exchange, collection or other disposition of any item of Inventory or Collateral, whether such proceeds constitute Inventory, accounts, accounts receivable, general intangibles, instruments, securities, credits, documents, letters of credit, chattel paper, documents of title, warehouse receipts, leases, deposit accounts, money, control rights, supporting obligations or goods, but not including the Excluded Property; (ii) all cash and noncash proceeds which constitute property and products of the types described in clauses (a), (b), (c), (d), (e) Excluded Property upon a sale thereof to Ampex Finance under the RSSA; and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, and, iii) to the extent not otherwise included, all payments under insurance (whether or not the Administrative Agent Secured Party is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any Collateral.
(c) The following personal property and assets of Grantor shall be excluded from the Collateral (hereinafter, the "Excluded Property"): (i) all accounts receivable and other related assets of Grantor that are sold to Ampex Finance under the RSSA, except that the Excluded Property shall not include (and the Collateral shall include) all products and proceeds of such accounts receivable and related assets received or receivable by Grantor under the RSSA; (ii) any contract, license, permit or franchise that prohibits the creation by Grantor of a security interest in such contract, license, permit or franchise, except that the Excluded Property shall not include (and the Collateral may include) all products and proceeds thereof received or receivable by Grantor thereunder to the extent not so prohibited and, in each case, to the extent any such prohibition is legally enforceable; and (iii) any of Grantor's royalties, property or assets of the foregoing Collateral)type securing, as of the date hereof, any of Grantor's obligations under the Discount Notes or the Senior Notes, and any proceeds of such property or assets.
Appears in 1 contract
Sources: Security Agreement (Ampex Corp /De/)
Grant of Security. The Grantor Borrower hereby assigns and pledges grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, Bank and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, Bank a security interest in and on all of Borrower's right, title and interest in and to all of the following, whether now owned or hereafter acquired or existing or acquired by the Grantor (the "Collateral"):
(a) all All equipment in all of its forms of the Grantorforms, wherever located, including including, without limitation, all machinery and other goods, furniture, furnishings, fixtures, office supplies and all other similar types of tangible personal property and all parts thereof and all accessionsaccessions thereto, additionstogether with all parts, attachmentsfittings, improvementsspecial tools, substitutions alterations, substitutions, replacements and replacements thereto and therefor and all accessories related accessions thereto (any and all of the foregoing such equipment, parts and accessions being the "Equipment");
(b) all All inventory in all of its forms of the Grantorforms, wherever located, including
, but not limited to: (i) all raw materials and work in process thereforprocess, finished goods thereofgoods, and materials used or consumed in the manufacture or production thereof,
production, (ii) all goods in which the Grantor Borrower has an interest in mass or a joint or other interest or right of any kind (including including, without limitation, goods in which the Grantor Borrower has an interest or right as consignee), and
and (iii) all goods which are returned to or repossessed by the GrantorBorrower, and all accessions thereto, thereto and products thereof and all documents therefor and documents of title relating to or covering any of the foregoing or any other assets ("Documents") (any and all such inventory, materials, goods, accessions, products and documents Documents being the "Inventory");
(c) all All accounts, contractsaccounts receivable, contract rights, chattel paper, documents, instruments, acceptances, drafts, and general intangibles (including tax refunds) other obligations of the Grantorany kind, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, together with all ledger sheets, files, records and documents relating to any of the foregoing, including all computer records, programs, storage media and computer software useful or required in connection therewith (the "Receivables"), and all rights of the Grantor now or hereafter existing in and to all security agreements, guarantiesleases, 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" (provided, however, that Receivables shall not include Prescription Receivables sold to Pharmacy Fund pursuant to the Rapid Remit Program), and any and all such leases, security agreements, guaranties, leases agreements and other contracts being (the "Related Contracts") (provided, however, that Related Contracts shall not include the Rapid Remit Program Documents);
(d) All rights under all Intellectual Property Collateral contracts or agreements to which Borrower is a party (other than contracts or agreements which by their terms expressly prohibit the granting of the Grantora Lien thereon);
(e) All trademarks, trade names, trade styles, service marks, prints and labels on which said trademarks, trade names, trade styles and service marks have appeared or appear, designs and general intangibles of like nature, now existing or hereafter adopted, all booksright, recordstitle and interest therein and thereto, writingsand all registrations and recordings thereof, data basesincluding, information without limitation, applications, registrations and other property relating to, used recordings in the United States Patent and Trademark office or useful in connection with, evidencing, embodying, incorporating any similar office or referring toagency of the United States, any of State thereof, or any other country or any political subdivision thereof, together with the foregoing in this Section 2.1goodwill associated therewith, and all reissues, amendments, extensions or renewals thereof and all licenses thereof (the "Trademarks");
(f) all All copyrights, copyrighted works or any item which embodies such copyrighted work of the Grantor's United States or any other property country, all applications therefor, all right, title and rights interest therein and thereto, and all registrations and recordings thereof, including, without limitation, applications, registrations and recordings in the United States Copyright office or in any similar office or agency of every kind the United States, any State thereof or any other country or any political subdivision thereof, and description all derivative works, extensions or renewals thereof (the "Copyrights");
(g) All letters patent of the United States or any other country, and interests thereinall applications therefor, all right, title and interest therein and thereto, and all registrations and recordings thereof, including, without limitation, applications, registrations and recordings in the United States Patent and Trademark office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, and all reissues, continuations, divisionals, continuations-in-part or extensions thereof and all licenses thereof (the "Patents");
(h) All general intangibles, including but not limited to good will and tax refunds (the "General Intangibles"); and
(gi) all products, offspring, rents, issues, profits, returns, income and All proceeds of and from any and all of the foregoing Collateral (including including, without limitation, proceeds which constitute property of the types described in clauses (a), ) through (b), (c), (d), (eh) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, this Section 1) 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral)items.
Appears in 1 contract
Sources: Credit Agreement (Boundless Corp)
Grant of Security. The Grantor Each Borrower hereby ----------------- grants, assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, a security interest in and security title to (together with a right of setoff) all of such Borrower's right, title and interest in and to the following, whether now owned or hereafter existing or acquired by the Grantor (collectively, the "Collateral"):
(a) all equipment Inventory in all of its forms of the Grantorforms, wherever located, including all parts thereof and all accessionsnow or hereafter existing (including, additionsbut not limited to, 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 goods, merchandise and other personal property owned and held for sale, and (ii) all raw materials and materials, work or goods in process thereforprocess, finished goods thereof, and materials used or consumed and supplies which contribute to the finished products of any Borrower in the manufacture ordinary course of business and (iii) goods which are returned to or production thereof,
(ii) all goods in which the Grantor repossessed by any Borrower), whether any Borrower has an interest in mass or a joint or other interest or right of any other kind (including including, without limitation, goods in which the Grantor any Borrower has an interest or right as consignee), and
(iii) all goods which are returned to or repossessed by the Grantor, and all accessions thereto, thereto and products thereof and documents and warehouse receipts therefor (any and all such inventory, materials, goods, accessions, products and documents being the "Inventory");
(cb) all accounts, contracts, contract rights, chattel paper, documents, instruments, warehouse receipts, drafts, acceptances, deposit accounts, and general intangibles (including tax refunds) documents of the Grantoreach Borrower, whether secured or not arising out of unsecured, and whether now existing or in connection with the sale hereafter created or lease of goods or the rendering of servicesarising, and all rights of the Grantor now or hereafter existing in and to all security agreements, guarantiesleases, leases and other contracts securing or otherwise relating to any such accounts, contractscontract rights, chattel paper, instruments, deposit accounts, drafts, acceptances and documents (any and all such accounts, contract rights, chattel paper, documents, instruments, and general intangibles (any and all such deposit accounts, contractsdrafts, contract rights, chattel paper, documents, instruments, acceptances and general intangibles documents being the "ReceivablesAccounts" (provided, however, that Receivables shall not include Prescription Receivables sold to Pharmacy Fund pursuant to the Rapid Remit Program), and any and all such leases, security agreements, guaranties, leases agreements and other contracts being the "Related Contracts"), and shall include, without limitation, the proceeds of all warranty agreements and service contracts sold by or on behalf of any Borrower;
(c) all books and records (providedincluding, howeverwithout limitation, that Related Contracts shall not include computer tapes, programs, printouts, and all other computer materials, records and electronic data processing software) recording, evidencing or relating to any or all of the Rapid Remit Program Documents)foregoing Collateral;
(d) all Intellectual Property Collateral deposit accounts (and the investments and earnings thereof and documents evidencing the same) into which the proceeds of any of the Grantorforegoing may from time to time be deposited;
(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 the foregoing in this Section 2.1;
(f) all of the Grantor'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 including, without limitation, cash proceeds and other proceeds which constitute property of the types described in clauses (a), (b), (c), (d), (e) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes b) of the Grantor, this Section 1) 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).
Appears in 1 contract
Sources: Security Agreement (International Murex Technologies Corp)
Grant of Security. The Grantor hereby assigns In order to secure the prompt payment and pledges performance when due (by reason of acceleration or otherwise) of all indebtedness, obligations or liabilities of PDP Borrower and any Affiliate, parent or subsidiary of PDP Borrower owing to PDP Lender or any Affiliate, parent or subsidiary of PDP Lender, in any amount, of every kind and description, direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising, regardless of how the Administrative Agent for its benefit and the ratable benefit same arise or by whatever instrument, agreement or book account they may be evidenced, including but not limited to all such obligations under or in respect of each this PDP Agreement, any PDP Note or any of the Secured Partiesother Required Documents (collectively, the “Obligations”), PDP Borrower has assigned to PDP Lender, and PDP Borrower hereby also grants and conveys to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, PDP Lender a security interest in and lien on, all of PDP Borrower’s rights, title and interests of whatever kind or description in and to each of the Purchase Agreements, all of the followingReserves, whether now or hereafter existing or acquired by the Grantor (the "Collateral"):
(a) all equipment in all of its forms each of the GrantorAircraft, wherever located, including all parts thereof and all accessions, present or future additions, attachments, improvements, substitutions or accessories thereto and replacements thereto thereof, all engines and therefor avionics, all tools, manuals, service records, software and similar information and materials related to any such Aircraft, all payments, amounts, refunds, rebates and all accessories related thereto (other amounts of any and kind whatsoever relating to any or all of the foregoing being the "Equipment");
(b) all inventory in Purchase Agreements and/or any or all of its forms of the GrantorAircraft and the products, wherever locatedproceeds, including
rents and profits therefrom or thereof (collectively, the “Collateral”). PDP Borrower represents, warrants, covenants and agrees that (i) all raw materials and work in process therefor, finished goods thereofthe assignment of, and materials used security interest in and lien on, the Collateral granted herein shall have priority over any other security interests or consumed lien of any kind whatsoever and PDP Borrower shall not assign, grant or otherwise convey any other security interests in or liens on any of the manufacture or production thereof,
Collateral, and (ii) PDP Borrower shall, at its own cost and expense, promptly take such action as PDP Lender shall deem necessary or advisable to fully discharge all goods liens and security interests in the Collateral which result from claims against PDP Borrower not related to the Grantor has an transactions contemplated by this PDP Agreement. PDP Borrower hereby irrevocably appoints PDP Lender (and its agents and employees) its true and lawful attorney, with full power of substitution, to take such action as PDP Lender may deem necessary to protect and preserve its interest in mass or a joint or other interest or right of any kind (including goods in which to the Grantor has an interest or right Collateral as consignee), and
(iii) all goods which are returned to or repossessed by the Grantorset forth above, and all accessions theretowaives its rights of notice, products thereof demand, dishonor, marshaling of Collateral, place and documents therefor (any time of sale, advertising, statutory method of foreclosure and all such inventorybonds, 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 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" (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 the Grantor;
(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 the foregoing in this Section 2.1;
(f) all of the Grantor's other property securities 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 redemption. Without limiting the generality of the foregoing Collateral foregoing, PDP Borrower hereby irrevocably and unconditionally authorizes PDP Lender (including proceeds which constitute property of the types described in clauses (a), (b), (c), (d), (eand its agents and employees) and (f), proceeds deposited from time to time in the Collateral Account and fill in any lock boxes of the Grantor, and, blank spaces contained in any PDP Note and to the extent not otherwise included, all payments under insurance (whether file one or not the Administrative Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise more UCC-1 financing statements with respect to any of the foregoing Collateral).
Appears in 1 contract
Sources: Pre Delivery Payment Agreement (Volato Group, Inc.)
Grant of Security. The Subject to the terms and conditions of the Intercreditor and Subordination Agreements with respect to the relative priority of the security interest granted hereunder, each Grantor hereby assigns pledges and pledges ratifies, acknowledge, confirms and continues its pledge to the Administrative Collateral Agent for its benefit and the ratable benefit of each of the Secured PartiesParties (subject to the terms of this Agreement), and hereby grants and ratifies, acknowledges, confirms and continues its grant to the Administrative Collateral Agent for its benefit and the ratable benefit of each of the Secured Parties, Parties a security interest in, such Grantor’s right, title and interest in all of 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 acquired by arising (collectively, the Grantor (the "“Collateral"”):
(a) all equipment in all of its forms of the Grantorforms, wherever located, including all fixtures and all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related accessions thereto (any and all of the foregoing such equipment, fixtures, parts and accessions being the "“Equipment"”);
(b) all inventory in all of its forms of the Grantorincluding, wherever locatedwithout limitation, including
(i) all raw materials and work in process therefor, finished goods thereof, thereof and materials used or consumed in the manufacture manufacture, production, preparation or production shipping thereof,
, (ii) all goods in which the such Grantor has an interest in mass or a joint or other interest or right of any kind (including including, without limitation, goods in which the such Grantor has an interest or right as consignee), and
) and (iii) all goods which that are returned to or repossessed or stopped in transit by the such Grantor, ) and all accessions thereto, thereto and 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 deposit accounts, general intangibles (including tax refunds) and other obligations of the Grantorany kind, whether or not arising out of or in connection with the sale or lease of goods or the rendering of servicesservices and whether or not earned by performance, 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 deposit accounts, general intangibles or obligations (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments, and deposit accounts, general intangibles being the "Receivables" (providedand obligations, 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 extent not include the Rapid Remit Program Documents);
(d) all Intellectual Property Collateral of the Grantor;
(e) all books, records, writings, data bases, information and other property relating to, used or useful referred to in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing in this Section 2.1;
(f) all of the Grantor'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), clause (d), (e) and or (f) below, being the “Receivables”);
(d) the following (the “Security Collateral”):
(i) the Initial Pledged Shares and the certificates, proceeds deposited if any, representing the Initial Pledged 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 the Collateral Account Initial Pledged Shares;
(ii) the Initial Pledged Debt and the instruments, if any, evidencing the Initial 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 Initial Pledged Debt;
(iii) all additional shares of capital stock in other corporations from time to time acquired by such Grantor in any lock boxes manner (such shares, together with the Initial Pledged Shares, being the “Pledged Shares”) and the certificates, if any, 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 from time to time owed to such Grantor (such indebtedness, together with the Initial Pledged Debt, being the “Pledged Debt”) and the instruments, 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 such indebtedness;
(v) the Securities Accounts, all Pledged Security Entitlements with respect to all Pledged Financial Assets from time to time credited to the Securities Accounts, and all Pledged Financial Assets, and all dividends, 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 Pledged Security Entitlements or such Pledged Financial Assets; and
(vi) all other investment property (including, without limitation, all (A) securities, whether certificated or uncertificated, (B) security entitlements, (C) securities accounts, (D) commodity contracts and (E) commodity accounts) in which such Grantor has now, or acquires from time to time hereafter, any right, title or interest in any manner and the certificates or instruments, if any, representing or evidencing such investment property, and all dividends, interest, distributions, value, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such investment property;
(e) all contracts and agreements between any Grantor and one or more additional parties (including, without limitation, each of the Grantoragreements listed on Schedule II hereto, and, each of the agreements set forth on the supplemental list of Material Contracts delivered by the Parent pursuant to the extent not otherwise included, all payments under insurance First Amended Second Lien Credit Agreement (whether or not the Administrative Agent is the loss payee thereof“Supplemental List”), 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, amended and restated, supplemented or otherwise modified from time to time (collectively, the “Assigned Agreements”)), including, without limitation, (i) all rights of such Grantor to receive moneys due and to become due under or pursuant to such contracts and agreements, (ii) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guarantyguaranty with respect to such contracts and agreements, payable by reason (iii) claims of loss such Grantor for damages arising out of or damage for breach of or default under such contracts and agreements and (iv) the right of such Grantor to terminate such contracts and agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder (all such Collateral being the “Agreement Collateral”);
(f) the following (collectively, the “Account Collateral”):
(i) the Collateral Account, all financial assets from time to time credited to the Collateral Account (including, without limitation, all Cash Equivalents from time to time credited to the Collateral Account) and all dividends 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 financial assets;
(ii) all deposit accounts of such Grantor from time to time, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing such deposit accounts, other than any deposit account (including funds held therein and all certificates or instruments representing or evidencing such deposit accounts) that is used solely for the purpose of holding or making payment of payroll or employee incentive plans (“Payroll Accounts”);
(iii) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time delivered to or otherwise possessed by the Collateral Agent for or on behalf of such Grantor, including, without limitation, those delivered or possessed in substitution for or in addition to any or all of the then existing Account Collateral; and
(iv) 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; and
(g) the following (collectively, the “Intellectual Property Collateral”):
(i) all United States, international and foreign patents, patent applications and statutory invention registrations, including, without limitation, the patents and patent applications set forth in Schedule V hereto (as such Schedule V may be supplemented from time to time by supplements to this Agreement, each such supplement being in substantially the form of Exhibit D hereto (an “IP Security Agreement Supplement”), executed and delivered by such Grantor to the Collateral Agent from time to time), together with all reissues, divisions, continuations, continuations-in-part, extensions and reexaminations thereof, all inventions therein, all rights therein provided by international treaties or conventions and all improvements thereto, and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (the “Patents”);
(ii) all trademarks (including, without limitation, service marks), certification marks, collective marks, trade dress, logos, domain names, product configurations, trade names, business names, corporate names and other source identifiers, whether or not registered, whether currently in use or not, including, without limitation, all common law rights and registrations and applications for registration thereof, including, without limitation, the trademark registrations and trademark applications set forth in Schedule V hereto (as such Schedule V may be supplemented from time to time by IP Security Agreement Supplements executed and delivered by such Grantor to the Collateral Agent from time to time), and all other marks registered in the U.S. Patent and Trademark Office or in any office or agency of any State or Territory of the United States or any foreign country (but excluding any United States intent-to-use trademark application prior to the filing and acceptance of a Statement of Use or an Amendment to allege use in connection therewith to the extent that a valid security interest may not be taken in such an intent-to-use trademark application under applicable law), and all rights therein provided by international treaties or conventions, all reissues, extensions and renewals of any of the foregoing, together in each case with the goodwill of the business connected therewith and symbolized thereby, and all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (the “Trademarks”);
(iii) all copyrights, copyright applications, copyright registrations and like protections in each work of authorship, whether statutory or common law, whether published or unpublished, any renewals or extensions thereof, all copyrights of works based on, incorporated in, derived from, or relating to works covered by such copyrights, including, without limitation, the copyright registrations and copyright applications set forth in Schedule V hereto (as such Schedule V may be supplemented from time to time by IP Security Agreement Supplements executed and delivered by such Grantor to the Collateral Agent from time to time), together with all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (the “Copyrights”);
(iv) all confidential and proprietary information, including, without limitation, know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (the “Trade Secrets”);
(v) 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, and all rights with respect to the foregoing, together with any and all options, warranties, service contracts, program services, test rights, maintenance rights, improvement rights, renewal rights and indemnifications and any substitutions, replacements, additions or model conversions of any of the foregoing Collateral(the “Computer Software”).;
(vi) all license agreements, permits, authorizations and franchises, whether with respect to the Patents, Trademarks, Copyrights, Trade Secrets or Computer Software or with respect to the patents, trademarks, copyrights, trade secrets, computer software or other proprietary right of any other Person, including, without limitation, the license agreements set forth in Schedule V hereto (as such Schedule V may be supplemented from time to time by IP Security Agreement Supplements executed and delivered by such Grantor to the Collateral Agent from time to time), and all income, royalties and other payments now or hereafter due and/or payable with respect thereto, subject, in each case, to the terms of such license agreements, permits, authorizations and franchises (the “Licenses”); and
(vii) any and all claims for damages for past, present and future infringement, misappropriation or breach with respect to the Patents, Trademarks, Copyrights, Trade Secrets, Computer Software or Licenses together with the right, but not the obligation, to xxx for and collect, or otherwise recover, such damages;
Appears in 1 contract
Grant of Security. The Grantor Borrower hereby assigns and pledges to Agent, for the Administrative Agent for its benefit and the ratable benefit of each of the Secured PartiesLenders, and hereby grants to Agent, for the Administrative Agent for its benefit and the ratable benefit of each of the Secured PartiesLenders, a security interest in in, all of its respective right, title and interest in and to the following, whether now owned or hereafter existing or acquired by the Grantor (the "Collateral"):
(a) all furniture, machinery, service vehicles, supplies and other 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 and all accessories related thereto (any and all of the foregoing being the "Equipment");
(b) all motor vehicles, tractors, trailers, service parts and accessories and other 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 inventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contracts, contract rights, chattel paper, instruments, notes, letters of credit, documents, instrumentsdocuments of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds and general intangibles (including tax refunds) other obligations of the Grantorthird persons of any kind, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods or goods, the rendering of servicesservices or otherwise, and all rights of the Grantor now or hereafter existing in and to all security agreements, guarantiesleases, leases and other contracts securing or otherwise relating to any such accounts, contractscontract rights, chattel paper, instruments, notes, letters of credit, documents, documents of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds or obligations of third persons (any and all such accounts, contract rights, chattel paper, documents, instruments, and general intangibles (any and all such accountsnotes, contracts, contract rights, chattel paperletters of credit, documents, instrumentsdocuments of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds and general intangibles obligations of third persons 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 leases, security agreements, guaranties, leases agreements 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 the GrantorBorrower's governmental approvals and authorizations to the maximum extent permitted by applicable law;
(e) all books, records, writings, data bases, information property and other interests in property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing Debtor now or hereafter coming into the actual possession, custody or control of the Agent or a Lender in this Section 2.1any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise);
(f) all of leasehold interests in and fixtures located on any real property from which the Grantor's Debtor conducts business;
(g) records and other property books and rights of every kind and description and interests thereinrecords relating to the foregoing; and
(gh) all productsaccessions and additions to, offspringsubstitutions for, rentsand replacements, issues, profits, returns, income products and proceeds of and from any and all of the foregoing Collateral (including including, without limitation, proceeds which constitute property of the types described in clauses (a), ) through (b), (c), (d), (eg) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, this Section 1 and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Administrative Agent is or the Lenders are the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral)Collateral and (ii) cash.
Appears in 1 contract
Grant of Security. The Each Grantor hereby (x) confirms the assignments, pledges 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 Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, a security interest in all of the following, whether now or hereafter existing or acquired by the such Grantor (the "Collateral"):
(a) all equipment in all right, title and interest of such Grantor, whether now existing or hereafter arising or acquired, in, to and under the Partnership Agreement, including such Grantor's rights, now existing or hereafter arising or acquired, to receive from time to time its forms share of profits, income, surplus, compensation, return of capital, distributions and other reimbursements and payments from the Partnership (including specific properties of the Grantor, wherever located, including all parts thereof Partnership upon dissolution and otherwise and all accessions, additions, attachments, improvements, substitutions rights and replacements thereto and therefor and all accessories related thereto (any and all of interests as general partner to operate the foregoing being the "Equipment"Partnership);
(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 general or consumed limited partnership interests now owned or hereafter acquired by such Grantor in the manufacture Partnership as a result of exchange offers, direct investments or production thereof,
(ii) all goods in which the Grantor has an interest in mass contributions 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 inventory, materials, goods, accessions, products and documents being the "Inventory")otherwise;
(c) all such Grantor's accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (including tax refunds) and other rights to payment or reimbursement, now existing or hereafter arising or acquired, from the Partnership, existing or arising from loans, advances or other extensions of credit by such Grantor from time to time to or for the account of the GrantorPartnership, whether or not arising out of from services rendered by such Grantor from time to time to or in connection with for the sale or lease of goods or the rendering of services, and all rights account 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" (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 the Grantor;
(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 the foregoing in this Section 2.1;
(f) all of the Grantor's other property and rights of every kind and description and interests thereinPartnership; and
(gd) 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), ) and (c), (d), (e) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).
Appears in 1 contract
Sources: Credit Agreement (Dri I Inc)
Grant of Security. The Grantor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Lender Parties, and hereby grants to the Administrative Agent Agent, for its benefit and the ratable benefit of each of the Secured Lender Parties, a security interest in all of the following, whether now or hereafter existing or acquired by the Grantor (the "CollateralCOLLATERAL"):
(a) all equipment in all of its forms of the Grantor, wherever located, including all machinery, manufacturing, distribution, selling, data processing and office equipment, assembly systems, tools, molds, dies, fixtures, appliances, furniture, furnishings, vehicles, trade fixtures, and other tangible personal property (other than Inventory), and 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 "EquipmentEQUIPMENT");
(b) all inventory in all of its forms of the Grantor, wherever located, including:
(i) all goods, merchandise and other personal property furnished or to be furnished under any contract of service or intended for sale or lease, all consigned goods and other items which have previously constituted Equipment but are then currently being held for sale or lease in the ordinary course of Grantor's business, all raw materials and work in process therefor, finished goods thereof, and all other materials and supplies of any kind, nature or description used or consumed in the manufacture manufacture, production, packing, shipping, advertising, finishing or production sale 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, ; 5 and all accessions thereto, products thereof and documents therefor therefore (any and all such inventory, materials, goods, accessions, products and documents being the "InventoryINVENTORY");
(c) all accounts, contracts, contract rights, chattel paper, documents, instruments, instruments and general intangibles (including tax refunds) of the Grantor, whether or not arising out of or in connection with the sale or lease or other disposition 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, documents and general intangibles instruments (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)RECEIVABLES", and any and all such security agreements, guaranties, leases and other contracts being the "Related ContractsRELATED CONTRACTS") (provided, however, that Related Contracts shall not include the Rapid Remit Program Documents);
(d) all Intellectual Property Collateral of the Grantor;
(e) in addition to general intangibles which may be included within Receivables or Intellectual Property Collateral, all contracts, contract rights and general intangibles of Grantor, including without limitation, all tax refunds, claims, causes of action, judgments, franchises, permits, licenses, supply contracts, purchase contracts, and agreements (collectively, "GENERAL INTANGIBLES");
(f) all of Grantor's right, title and interest in and to any and all depository, savings, or custodial, or other accounts maintained by Grantor with any of the Lender Parties, all sums now or at any time hereafter on deposit therein, credited thereto, or payable thereon and all instruments, documents and other writings evidencing any of the foregoing accounts (such accounts collectively referred to herein as the "DEPOSIT ACCOUNTS");
(g) all investment property of Grantor;
(h) 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.;
(fi) all of the Grantor's other property and rights of every kind and description and interests therein; and
(gj) 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) ), (f), (g), (h), and (fi), proceeds deposited from time to time in the Collateral Account Deposit Accounts and in any lock boxes of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).
Appears in 1 contract
Grant of Security. The Each Grantor hereby assigns unconditionally grants, collaterally assigns, and pledges to Agent, for the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, and hereby grants Parties to the Administrative Agent for its benefit and the ratable benefit of each of secure the Secured PartiesObligations (whether now existing or hereafter arising), a continuing security interest (hereinafter referred to as the “Security Interest”) in all of such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter existing acquired or acquired by the Grantor arising and wherever located (the "“Collateral"”):
(a) all equipment in all of its forms of the such Grantor, 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");’s Inventory; and
(b) all inventory in all of its forms of the GrantorProceeds and products, wherever locatedwhether tangible or intangible, 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 inventory, 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 Grantorforegoing, whether including proceeds of insurance or not arising out of Commercial Tort Claims covering 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 or all such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles being of the "Receivables" (provided, however, that Receivables shall not include Prescription Receivables sold to Pharmacy Fund pursuant to the Rapid Remit Program)foregoing, and any and all such security agreementsAccounts, guaranties, leases books 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 the Grantor;
(e) all books, records, writingsChattel Paper, data basesDeposit Accounts, information and Equipment, Farm Products, Fixtures, General Intangibles, Inventory, Investment Property, intellectual property, Letters of Credit, Letter-of-Credit Rights, Instruments, Promissory Notes, Drafts, Documents, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property relating toresulting from the sale, used lease, license, exchange, collection, or useful in connection with, evidencing, embodying, incorporating or referring to, other disposition of any of the foregoing foregoing, the proceeds of any award in this Section 2.1;
(f) all condemnation with respect to any of the Grantor's other property foregoing, any rebates or refunds, whether for taxes or otherwise, and rights of every kind and description and interests therein; and
(g) all products, offspring, rents, issues, profits, returns, income and proceeds of any such proceeds, or any portion thereof or interest therein, and from any the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the foregoing Collateral (including proceeds which constitute property of the types described in clauses (a)above, (b), (c), (d), (e) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantorwhether insured or not insured, 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, warranty warranty, or guaranty, 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 foregoing, the term “Proceeds” includes whatever is receivable or received when Investment 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 Agent from time to time with respect to any of the Investment Property.
Appears in 1 contract
Grant of Security. The Grantor (a) FPF hereby assigns and pledges to the Administrative Agent for its benefit Trustee on behalf on the Lender, and hereby grants to such Trustee a security interest in all of FPF's right, title and interest in, to and under the following, whether now owned or hereafter acquired (the "Trustee Collateral"):
(i) all Premium Receivables and the ratable benefit related Premium Finance Agreements acquired by FPF from the Originator pursuant to the Sale and Assignment Agreement;
(ii) all rights, interests and benefits (but not any obligations) of each FPF to such Premium Receivables and the related Premium Finance Agreements; and
(iii) all payments and proceeds of any and all of the Secured Partiesforegoing.
(b) FPF hereby assigns and pledges to the Lender, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, Lender a security interest in in, all of FPF's right, title and interest in, to and under the following, whether now owned or hereafter existing or acquired by (the Grantor ("Lender Collateral" and together with the Trustee Collateral, the "Collateral"):
(a) 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 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 other Conveyed Property other than the Trustee Collateral acquired by FPF from the Originator pursuant to the Sale and work in process thereforAssignment Agreement including, finished goods thereofwithout limitation, 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 inventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contracts, contract rights, chattel paper, instruments, documents, instrumentsdeposit accounts, and general intangibles (including tax refunds) and other rights to payment of the Grantormoney of any kind evidencing or relating to any Conveyed Property, whether now or not arising out of or in connection with the sale or lease of goods or the rendering of serviceshereafter existing, and all rights of the Grantor now or hereafter existing in and to all security agreements, guarantiesinsurance policies (and rights to payment, refund or rebate thereunder), leases and other contracts securing or otherwise relating to any such accounts, contracts, contract rights, chattel paper, documents, instruments, and deposit accounts, general intangibles or other rights to payment of money (any and all such accounts, contracts, contract rights, chattel paper, instruments, documents, instrumentsdeposit accounts, and general intangibles and other rights to payment of money 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 leases, security agreements, guarantiesinsurance policies (and rights to payment, leases and other contracts being the "Related Contracts") (provided, however, that Related Contracts shall not include the Rapid Remit Program Documentsrefund or rebate thereunder);
(dii) all Intellectual Property Collateral of the GrantorPurchase Commitment Fee, the Purchase Fee, the Purchase Reduction Fee and the Capital Availability Payment payable to FPF by the Residual Interest Holder pursuant to the Residual Agreement;
(eiii) all booksrights, recordsinterests and benefits (but not any obligations) of FPF under the Borrowing Documents, writingsincluding, data baseswithout limitation, information all rights, interests and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any benefits of FPF to the foregoing in this Section 2.1;
(f) all of Pledged Collateral under the Grantor's other property and rights of every kind and description and interests thereinResidual Agreement; and
(giv) all products, offspring, rents, issues, profits, returns, income proceeds and proceeds products of and from any and all of the foregoing Collateral (including including, without limitation, proceeds which constitute property of the types described in clauses (ai) through (iii) of this Section 1(b), (b), (c), (d), (e) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, and, to the extent not otherwise included, all (A) payments under insurance (whether or not the Administrative Agent Lender is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral)Collateral and (B) cash.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (21st Century Holding Co)
Grant of Security. The Grantor To induce the Lenders to make the Advances, each Credit Party hereby assigns and pledges grants to the Administrative Agent Collateral Agent, for its benefit itself and for the ratable benefit of each of the Secured Parties, as security for the full and hereby grants prompt payment when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Credit Party under the Loan Documents pursuant to the Administrative Agent foregoing (whether direct or indirect, absolute or contingent, and whether for its benefit principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise) (collectively, the "Secured Obligations"), a continuing Lien and security interest (subject only to certain Liens permitted pursuant to Section 5.02(a) and the ratable benefit of each Carve-Out) in accordance with subsections 364(c)(2) and (3) (and solely with respect to the Catawba Acre Lien, Section 364(d)) of the Secured PartiesU.S. Bankruptcy Code and having the priority set forth in the DIP Financing Orders, a security interest in and to all of the followingproperty and assets of such Credit Party and its estate, real and personal, tangible and intangible, whether now owned or hereafter existing acquired or acquired by the Grantor arising and regardless of where located (the "Collateral"):), including but not limited to:
(a) 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 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 inventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles Accounts (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 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" (provided, however, that Receivables shall not include Prescription Receivables sold to Pharmacy Fund pursuant to the Rapid Remit Program), and any and all such supporting obligations, security agreements, guarantiesmortgages, leases Liens, leases, letters of credit 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 the GrantorGeneral Intangibles;
(e) the following (the "Security Collateral"):
(i) all booksshares of stock and other Equity Interests from time to time owned or acquired by such Credit Party in any manner (such shares and other Equity Interests being the "Pledged Equity"), recordsand the certificates, writingsif any, data basesrepresenting such additional shares or other Equity Interests, information and all dividends, distributions, return of capital, cash, instruments and other property relating tofrom time to time received, used receivable or useful otherwise distributed in connection withrespect of or in exchange for any or all of such shares or other Equity Interests and all subscription warrants, evidencing, embodying, incorporating rights or referring to, any of the foregoing in this Section 2.1options issued thereon or with respect thereto;
(fii) all of indebtedness from time to time owed to such Credit Party (such indebtedness being the Grantor's "Pledged Debt") and the instruments, 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 such indebtedness;
(iii) all other investment property (including, without limitation, all (A) securities, whether certificated or uncertificated, (B) security entitlements, (C) securities accounts, (D) commodity contracts and (E) commodity accounts) in which such Credit Party has now, or acquires from time to time hereafter, any right, title or interest in any manner, and the certificates or instruments, if any, representing or evidencing such investment property, and all dividends, distributions, return of capital, interest, distributions, value, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such investment property and all subscription warrants, rights of every kind and description and interests thereinor options issued thereon or with respect thereto (the "Pledged Investment Property"); and
(giv) all productssecurities, offspringsecurities accounts, rentsfutures accounts, issues, profits, returns, income and proceeds of and from any and all of the foregoing Collateral futures contracts or financial assets (including proceeds which constitute property of the types described in clauses (a), (b), (c), (d), (e) and (f), proceeds deposited from time to time each as defined in the Collateral Account and in any lock boxes of the Grantor, and, to the extent not otherwise included, all payments under insurance Securities Transfer Act (whether or not the Administrative Agent is the loss payee thereofOntario), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).;
Appears in 1 contract
Sources: Senior Secured Superpriority Debtor in Possession Credit Agreement (AbitibiBowater Inc.)
Grant of Security. The Grantor Each of the Grantors hereby assigns and pledges to the Administrative Agent, for the benefit of the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Agent, for the benefit of the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, a security interest in all of the followingfollowing (collectively, whether now or hereafter existing or acquired by the Grantor (the "Collateral"):
(a) all of such Grantor's machinery and equipment in all of its forms of the Grantorforms, whether now owned or hereafter acquired, wherever located, including now or hereafter existing, all fixtures and all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related accessions thereto (any and all of the foregoing being such equipment, fixtures, parts and accessions, the "Equipment");
(b) all of such Grantor's inventory in all of its forms of the Grantorforms, whether now owned or hereafter acquired, wherever located, now or hereafter existing (including
, without limitation, (i) all raw materials and work in process thereforprocess, (ii) finished goods thereofgoods, and (iii) materials used or consumed in the manufacture or production thereof,
, (iiiv) all goods in which the such Grantor has an interest in mass or a joint or other interest or right of any kind (including including, without limitation, goods in which the such Grantor has an interest or right as consignee), and
) and (iiiv) all goods which that are returned to or repossessed by the such Grantor), and all accessions thereto, products thereof and documents therefor (any and all such inventory, materials, goods, accessions, products and documents being documents, the "Inventory");
(c) all of such Grantor's accounts, contracts, contract rights, chattel paper, documents, instruments, deposit accounts, lockbox accounts and general intangibles (including tax refunds) other claims of the Grantorany kind, whether now owned or hereafter 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 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, contractscontract rights, chattel paper, instruments, deposit accounts, lockbox accounts or claims (any and all such accounts, contract rights, chattel paper, documents, instruments, deposit accounts and general intangibles claims, to the extent not referred to in clause (any and all such accountsd), contracts(e) or (f) below, 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 leases, security agreements, guaranties, leases agreements and other contracts being the "Related Contracts") (); provided, however, that Related Contracts the Collateral shall not include (i) those rights to payment under agreements with Medicare, Medicaid or CHAMPUS to the Rapid Remit Program Documents)extent, if any, that (and only for so long as) the grant of a lien or security interest in, or an assignment thereof would cause an immediate, actual forfeiture of such Grantor's rights thereunder or is prohibited by law and (ii) contracts (but not excluding accounts receivable arising therefrom or related thereto, except to the extent expressly consented to in writing by the Administrative Agent) entered into by such Grantor to the extent, if any, that (and only for so long as) the grant of a lien or a security interest in, or assignment thereof would cause an immediate, actual forfeiture of any of such Grantor's rights thereunder or an immediate default thereunder or is prohibited by law;
(di) the Pledged Shares and the certificates representing the Pledged Shares, including without limitation, the shares of capital stock, partnership interests and limited liability company interests of all Intellectual Property Collateral of such Grantor's Subsidiaries, and the certificates representing the Pledged Shares, provided, however, that only 65% (or such greater percentage which would not result in material adverse tax consequences) of the Voting Stock of such Grantor;
(e) 's Foreign Subsidiaries shall be pledged, and all booksdividends, recordscash, writings, data bases, information instruments 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;
(f) all of the Grantor'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), proceeds deposited 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% (or such greater percentage which would not result in material adverse tax consequences) of the Voting Stock of such 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 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 Collateral Account UCC) now owned or hereafter 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 lock boxes of the Grantor, and, to the extent not otherwise included, all payments under insurance (whether free credit balance or not the Administrative Agent is the loss payee thereof), or other money owing by any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise securities intermediary with respect to any of the foregoing Collateral).that account; (C) all securities accounts held by such Grantor;
Appears in 1 contract
Grant of Security. The Grantor hereby assigns As security for payment and pledges to the Administrative Agent for its benefit and the ratable benefit of each performance of the Secured PartiesObligations, the Grantor hereby conveys, mortgages, pledges, assigns, transfers, sets over, grants and hereby grants delivers to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, Party a continuing security interest in all of the followingGrantor's right, title and interest in and to the following property, wherever located, whether now owned or existing or hereafter existing acquired or acquired by the Grantor arising (hereinafter referred to as the "Collateral"):
(a) 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 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 rights to the manufacture or production thereof,
(ii) all goods in which the Grantor has an interest in mass or a joint payment of money or other interest or right forms of consideration of any kind (including goods in which whether classified under the Grantor has an interest or right UCC 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 inventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contracts, contract rights, chattel paper, documentsgeneral intangibles or otherwise) including, but not limited to, accounts receivable, insurance proceeds, letters of credit and the right to receive payment thereunder, chattel paper, any rights under contracts not yet earned by performance and not evidenced by an instrument or chattel paper, 24 notes, drafts, instruments, documents, acceptances and general intangibles (including all other debts, obligations and liabilities in whatever form from any Person, but excluding tax refunds) of the Grantor, whether or refunds and insurance proceeds not arising out of the Collateral, (ii) all guaranties, security and Liens securing payment thereof, (iii) all goods, whether now owned or hereafter acquired, and whether sold, delivered, undelivered, in connection with transit or returned, which may be represented by, or the sale or lease of which may have given rise to, any such right to payment or other debt, obligation or liability, and (iv) all proceeds of any of the foregoing (the foregoing, collectively, "Receivables"),
(b) (i) all inventory, (ii) all goods intended for sale or lease or for display or demonstration, (iii) all work in process, (iv) all raw materials and other materials and supplies of every nature and description used or which might be used in connection with the manufacture, packing, shipping, advertising, selling, leasing or furnishing of goods or services or otherwise used or consumed in the rendering conduct of servicesbusiness, and (v) all documents of title, including bills of lading and warehouse receipts, and other documents evidencing and general intangibles relating to any of the foregoing (the foregoing, collectively, "Inventory"),
(c) any demand, time, savings, passbook, money market or like depository account, and all rights certificates of deposit, maintained with a bank, savings and loan association, credit union or like organization (other than an account evidenced by a certificate of deposit that is an instrument under the Grantor now or hereafter existing in and UCC) to all security agreementswhich proceeds of Collateral are deposited (the foregoing, guarantiescollectively, 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" (provided, however, that Receivables shall not include Prescription Receivables sold to Pharmacy Fund pursuant to the Rapid Remit ProgramDeposit Accounts"), 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 certificated and uncertificated securities, all security entitlements, all securities accounts, all commodity contracts and all commodity accounts, EXCLUDING, HOWEVER, the equity securities of any Subsidiary, to the extent acquired directly with proceeds of Collateral (the foregoing, collectively, "Investment Property"),
(i) any investment account maintained by or on behalf of the Grantor;
Grantor with the Agent or any Lender or any Affiliate of the Agent or any Lender, (eii) any agreement governing such account, (iii) all books, records, writings, data bases, information cash proceeds and other property relating to, used Investment Property now or useful hereafter held by the Agent or any Lender or any Affiliate of the Agent or any Lender on behalf of the Grantor in connection with, evidencing, embodying, incorporating or referring to, any of with such investment account and (iv) all documents evidencing and general intangibles related to the foregoing in this Section 2.1;(the foregoing, collectively, "Investment Accounts"),
(f) all cash or other property deposited with the Agent or any Lender or any Affiliate of the Grantor's other property Agent or any Lender or which the Agent, for its benefit and rights for the benefit of every kind and description and interests therein; andthe Lenders, or any Lender or such Affiliate is entitled to retain or otherwise possess as collateral pursuant to the provisions of this Agreement or any of the Loan Documents or any agreement relating to any Letter of Credit, including, without limitation, amounts on deposit in the Cash Collateral Account,
(g) all productsgoods and other property, 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), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, and, to the extent not otherwise included, all payments under insurance (whether or not delivered, (i) the Administrative Agent is the loss payee thereof)sale or lease of which gives or purports to give rise to any Receivable, including, but not limited to, all merchandise returned or rejected by or repossessed from customers, or (ii) securing any indemnityReceivable, warranty including, without limitation, all rights as an unpaid vendor or guarantylienor (including,
(h) all mortgages, payable by reason deeds to secure debt and deeds of loss trust on real or damage personal property, guaranties, leases, security agreements and other agreements and property which secure or relate to any Receivable or otherwise with respect other Collateral or are acquired for the purpose of securing and enforcing any item thereof,
(i) all files, correspondence, computer programs, tapes, disks and related data processing software which contain information identifying or pertaining to any of the Collateral or any Account Debtor or showing the amounts thereof or payments thereon or otherwise necessary or helpful in the realization thereon or the collection thereof,
(j) any and all products and cash and non-cash proceeds of the foregoing Collateral)(including, but not limited to, any claims to any items referred to in this definition and any claims against third parties for loss of, damage to or destruction of any or all of the Collateral or for proceeds payable under or unearned premiums with respect to policies of insurance) in whatever form, including, but not limited to, cash, negotiable instruments and other instruments for the payment of money, chattel paper, security agreements and other documents.
Appears in 1 contract
Grant of Security. The Grantor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, a security interest in all of the following, whether now or hereafter existing or acquired by the Grantor (the "Collateral"):
(a) 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 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 inventory, 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 accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles intangibles, excluding any rights in the foregoing items of Collateral as to which the grant of a security interest would violate a valid and enforceable restriction on such grant, unless and until any required consents have been obtained (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 the Grantor;
(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 the foregoing in this Section 2.1;
(f) all of the Grantor'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), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).
Appears in 1 contract
Sources: Credit Agreement (Titan Corp)
Grant of Security. The Grantor Each of the Grantors hereby assigns and pledges to the Administrative Agent, for the benefit of the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Agent, for the benefit of the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, a security interest in all of the followingfollowing (collectively, whether now or hereafter existing or acquired by the Grantor (the "CollateralCOLLATERAL"):
(a) all equipment in all of its forms of the such Grantor, 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 's inventory in all of its forms of the Grantorforms, whether now owned or hereafter acquired, wherever located, now or hereafter existing (including
, without limitation, (i) all raw materials and work in process thereforprocess, (ii) finished goods thereofgoods, and (iii) materials used or consumed in the manufacture or production thereof,
, (iiiv) all goods in which the such Grantor has an interest in mass or a joint or other interest or right of any kind (including including, without limitation, goods in which the such Grantor has an interest or right as consignee), and
) and (iiiv) all goods which that are returned to or repossessed by the such Grantor), and all accessions thereto, products thereof and documents therefor (any and all such inventory, materials, goods, accessions, products and documents being documents, the "InventoryINVENTORY");
(cb) all of such Grantor's accounts, contractscontract rights (excluding all customer contracts ("CUSTOMER CONTRACTS"), contract rightswhich exclusion shall include, without limitation, charters and contracts of affreightment, but including all amounts due or to become due under Customer Contracts), chattel paper, documents, instruments, deposit accounts and general intangibles (including tax refunds) other claims of the Grantorany kind, whether now owned or hereafter 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 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, contractscontract rights, chattel paper, instruments, deposit accounts or claims (any and all such accounts, contract rights, chattel paper, documents, instruments, deposit accounts and general intangibles (any and all such accountsclaims, 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)RECEIVABLES", and any and all such leases, security agreements, guaranties, leases agreements and other contracts being the "Related ContractsRELATED CONTRACTS") (provided, however, that Related Contracts shall not include the Rapid Remit Program Documents);
(d) all Intellectual Property Collateral of the Grantor;
(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 the foregoing in this Section 2.1;
(f) all of the Grantor's other property and rights of every kind and description and interests therein; and
(gc) all products, offspring, rents, issues, profits, returns, income and proceeds of and from any and all of the foregoing Collateral (including including, without limitation, proceeds which that constitute property of the types described in clauses (a), (b), (c), (d), (e) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes b) of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash. In addition to the exclusion from Collateral of Customer Contracts, anything contained herein (or any financing statement executed pursuant hereto) to the contrary notwithstanding, Receivables arising out of the barge Portsmouth (Official No. 1047057) and Related Contracts with respect to such barge shall not be part of the Collateral).
Appears in 1 contract
Grant of Security. The Grantor hereby assigns Grantor, as legal and pledges to the Administrative Agent beneficial owner, as security for its benefit and the ratable benefit of each of the Secured PartiesObligations, hereby assigns, pledges, transfers and sets over unto the Security Trustee and its successors and assigns, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, Security Trustee a security interest in in, all of the followingGrantor's right, whether now or hereafter existing or acquired by title and interest in and to the Grantor following property (hereinafter referred to as the "Collateral"):
(a) Any and all equipment (as defined in all of its forms the Code) of the Grantor, wherever locatedor in which it has rights, including whether now owned or hereafter acquired, which is used in connection with, or located at, the Northeast Facility or the Southwest Facility of the Philadelphia Cogeneration Project owned and operated by O'Brien (Philadelphia) Cogeneration Inc., together with all parts thereof present and all future improvements or products of, accessions, additions, attachments, improvements, substitutions attachments and other additions to and substitutes and replacements thereto and therefor and for, all accessories related thereto or any part of the foregoing (any and all of the foregoing being types or items of property and interests described in this paragraph are hereinafter collectively referred to in this Agreement as the "Equipment");; and
(b) Any and all inventory proceeds of, and all other profits, rentals or receipts, in all of its forms of whatever form, arising from the Grantorcollection, wherever locatedsale, including
lease, exchange, assignment, licensing or other disposition of, or realization upon, the Equipment, including without limitation (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 inventory, 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 claims of the Grantor now against third parties for loss of, damage to or hereafter existing destruction of, or of proceeds payable under, or unearned premiums with respect to policies of insurance 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" (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 the Grantor;
(e) all books, records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring torespect of, any of the foregoing in this Section 2.1;
Equipment; (fii) all of the Grantor'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), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, and, to the extent not otherwise included, all condemnation payments under insurance (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral)Equipment, whether now existing or hereafter arising; and (iii) any and all other amounts from time to time paid or payable under or in connection with any of the Equipment, including, without limitation, all other rights, claims and benefits of the Grantor against any person arising out of, relating to or in connection with, any of the Equipment. The security interest of the Security Trustee contained herein shall cover, and shall include a continuing general assignment in favor of the Security Trustee in, any and all documents, contracts, liens and security instruments, guarantees, books and records evidencing, securing or relating to the Collateral and the insurance to be secured to cover same in accordance with Section 5 hereof.
Appears in 1 contract
Sources: General Security Agreement (NRG Generating U S Inc)
Grant of Security. The Grantor Borrower hereby assigns pledges and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, Lender a security interest in Borrower’s right, title and interest in and to all of Borrower’s goods, assets and properties of all kinds and descriptions, wherever the following, whether same may now or hereafter be located, now existing and/or owned or hereafter arising and/or acquired by or in which Borrower has or hereafter may acquire an interest (to the Grantor extent of such interest), (collectively, the "“Collateral"):”), including without limitation the following:
(a) all equipment in all of its forms of the GrantorAll accounts, wherever locateddeposit accounts, including all parts thereof and all accessionsequipment, 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 inventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contractsfixtures, contract rights, investment property, chattel paper, documents, instruments, commercial tort claims and general intangibles (including tax refundspayment intangibles), and all other personal property, whether now owned or hereafter acquired and wherever arising or located, and all products and proceeds thereof, and all accessions, substitutions and replacements thereof, including, without limitation, the personal property described on Schedule I attached hereto.
(b) The shares of stock and other ownership interests identified on Schedule II attached hereto, all other investment property now owned or hereafter acquired, including all ownership interests in any Subsidiaries of Borrower, and the certificates, if any, representing such stock and other ownership interests, and all products and proceeds of any of the Grantorforegoing, whether including all dividends, distributions, return of capital, cash, stock dividends, instruments and other property from time to time received, receivable or not arising out otherwise distributed in respect 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" (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 the Grantor;
(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 the foregoing in this Section 2.1;
(f) all of the Grantor'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 exchange for any and all of the foregoing Collateral (including proceeds which constitute property of the types described in clauses (a)foregoing, (b)and all subscription warrants, (c), (d), (e) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, and, to the extent not otherwise included, all payments under insurance (whether rights or not the Administrative Agent is the loss payee thereof), options issued thereon or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect thereto (such Collateral herein referred to any of as the foregoing “Security Collateral”).
Appears in 1 contract
Grant of Security. The Grantor hereby assigns and pledges to Agent, for the Administrative Agent for its benefit and the ratable benefit of each of the Secured PartiesLenders, and hereby grants to Agent, for the Administrative Agent for its benefit and the ratable benefit of each of the Secured PartiesLenders, a security interest in in, all of its respective right, title and interest in and to the following, whether now owned or hereafter existing or acquired by the Grantor (the "Collateral"):
(a) all furniture, machinery, service vehicles, supplies and other 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 and all accessories related thereto (any and all of the foregoing being the "Equipment");
(b) all motor vehicles, tractors, trailers, service parts and accessories and other 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 inventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contracts, contract rights, chattel paper, instruments, notes, letters of credit, documents, instrumentsdocuments of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds and general intangibles (including tax refunds) other obligations of the Grantorthird persons of any kind, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods or goods, the rendering of servicesservices or otherwise, and all rights of the Grantor now or hereafter existing in and to all security agreements, guarantiesleases, leases and other contracts securing or otherwise relating to any such accounts, contractscontract rights, chattel paper, instruments, notes, letters of credit, documents, documents of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds or obligations of third persons (any and all such accounts, contract rights, chattel paper, documents, instruments, and general intangibles (any and all such accountsnotes, contracts, contract rights, chattel paperletters of credit, documents, instrumentsdocuments of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds and general intangibles obligations of third persons 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 leases, security agreements, guaranties, leases agreements 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 the Grantor's governmental approvals and authorizations to the maximum extent permitted by applicable law;
(e) all books, records, writings, data bases, information property and other interests in property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing Grantor now or hereafter coming into the actual possession, custody or control of the Agent or a Lender in this Section 2.1any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise);
(f) all of leasehold interests in and fixtures located on any real property;
(g) records and other books and records relating to the Grantor's other property and rights of every kind and description and interests thereinforegoing; and
(gh) all productsaccessions and additions to, offspringsubstitutions for, rentsand replacements, issues, profits, returns, income products and proceeds of and from any and all of the foregoing Collateral (including including, without limitation, proceeds which constitute property of the types described in clauses (a), ) through (b), (c), (d), (eg) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, this Section 1 and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Administrative Agent Lender is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral)Collateral and (ii) cash.
Appears in 1 contract
Grant of Security. The Grantor Debtor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured PartiesParty, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, Party a security interest in in, all of the Debtor’s right, title and interest in and to the following, whether now owned or hereafter existing or acquired by the Grantor (the "“Collateral"”):
(a) all equipment in all of its forms of the Grantorforms, wherever located, including now or hereafter existing, all fixtures and all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements accessions thereto and therefor and all accessories related thereto owned by the Company as of even date herewith (any and all of the foregoing such equipment, fixtures, parts and accessions being the "“Equipment"”);
(b) all inventory in all of its forms of the Grantorforms, 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) all goods in which the Grantor Debtor has an interest in mass or a joint or other interest or right of any kind (including including, without limitation, goods in which the Grantor Debtor has an interest or right as consignee), and
and (iii) all goods which are returned to or repossessed by the GrantorDebtor), and all accessions thereto, thereto and 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 deposit accounts, copyrights, general intangibles (including tax refunds) and other obligations of the Grantorany 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 of the Grantor now or hereafter existing in and to all security agreements, guarantiesleases, leases and other contracts securing or otherwise relating to any such accounts, contractscontract rights, chattel paper, instruments, deposit accounts, general intangibles or obligations (any and all such accounts, contract rights, chattel paper, documents, instruments, and deposit accounts, general intangibles (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles obligations 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 leases, security agreements, guaranties, leases agreements and other contracts being the "“Related Contracts") (provided”), howeverother than those Receivables and Related Contracts that, with the Secured Party’s consent, are sold or otherwise subject to factoring or similar agreements by any Debtor. To the extent that the Secured Party consents to any such factoring or similar agreement, it will promptly execute and deliver all instruments and documents, and will take all further action, that Related Contracts shall not include may be reasonably necessary or desirable in order to release the Rapid Remit Program Documents);Secured Party’s security interest, if any, in such Collateral; and
(d) all Intellectual Property Collateral of the Grantor;
(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 the foregoing in this Section 2.1;
(f) all of the Grantor'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 including, without limitation, proceeds which constitute property of the types described in clauses (a), (b), (c), (d), (ea)-(c) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, this Section 1) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Administrative Agent Secured Party is the loss payee thereof), or any indemnity, warranty or guarantyGuarantee, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral)Collateral and (ii) cash.
Appears in 1 contract
Sources: Security Agreement (Nuvim Inc)
Grant of Security. The Grantor As security for the payment and performance in full of the Obligations, each Pledgor does hereby assigns grant, pledge, hypothecate, mortgage, charge and pledges assign to the Administrative Agent for its the benefit and the ratable benefit of each of the Secured Parties, and does hereby grants to grant and create a continuing security interest in favor of the Administrative Agent for its the benefit and the ratable benefit of each of the Secured PartiesParties in, a security all of its right, title and interest in all of and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):
(i) all of the Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities (and all certificates or instruments evidencing such Securities);
(ii) each Collateral Account, including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or acquired 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 Grantor Credit Agreement or any other Loan Document to be deposited in such Collateral Account, and all investments and all certificates and other instruments (including depository receipts, if any) from time to time representing or evidencing the "Collateral"):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 the foregoing);
(iii) each Borrowing Base Account of such Pledgor, including any and all assets of whatever type or kind deposited in any such Borrowing Base Account, whether now owned or hereafter 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 Borrowing Base Account);
(iv) all of such Pledgor’s (x) Partnership Interests and all of such Pledgor’s right, title and interest in each Pledged Partnership and (y) Membership Interests and all of such Pledgor’s right, title and interest in each Pledged LLC, in each case including, without limitation:
(a) all equipment the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of its forms of the Grantor, 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")such Partnership Interests and/or Membership Interests;
(b) all inventory other payments due or to become due to such Pledgor in all respect of its forms of the Grantorsuch Partnership Interests and/or Membership Interests, wherever locatedwhether under any partnership agreement, including
(i) all raw materials and work in process thereforlimited liability company agreement or otherwise, finished goods thereofwhether as contractual obligations, and materials used damages, insurance proceeds 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 inventory, materials, goods, accessions, products and documents being the "Inventory")otherwise;
(c) all accountsof its claims, contracts, contract rights, chattel paperpowers, documentsprivileges, instrumentsauthority, options, security interests, liens and general intangibles (including tax refunds) of the Grantorremedies, whether if any, under any partnership agreement, limited liability company agreement 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 at law or otherwise relating to any in respect of 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" (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)Partnership Interests and/or Membership Interests;
(d) all Intellectual Property Collateral present and future claims, if any, of the Grantorsuch Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;
(e) all booksof such Pledgor’s rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, recordspower, writingsremedy, data basesauthority, information option and privilege of such Pledgor relating to the Partnership Interests and/or Membership Interests, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other property relating action on behalf of and in the name of such Pledgor in respect of any Partnership Interests or Membership Interests and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, used election of remedies) or useful in connection withoption or to give or receive any notice, evidencingconsent, embodyingamendment, incorporating waiver or referring toapproval, together with full power and authority to demand, receive, enforce or collect any of the foregoing foregoing, to enforce or execute any checks or other instruments or orders, to file any claims and to take any action in this Section 2.1;connection with any of the foregoing; and
(f) all other property hereafter delivered in substitution for or in addition to any of the Grantor's foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of every kind and description and interests therein; andor in exchange for any or all thereof;
(gv) all products, offspring, rents, issues, profits, returns, income and proceeds of and Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing Collateral foregoing; and
(including proceeds which constitute property vi) all Proceeds of any and all of the types described in clauses foregoing; provided that, notwithstanding the foregoing, “Collateral” shall not include (ai) more than 74.5% of the Equity Interests of CFI RE Holdco, LLC, a Delaware limited liability company (“CFI RE Holdco”), owned by the REIT, (bii) more than 73.5% of the Equity Interests of CFI DB Holding, LLC, a Delaware limited liability company (“CFI DB Holding”), owned by CFI RE Holdco and (ciii) more than 74.5% of the Equity Interests of ColFin DB Guarantor, LLC, a Delaware limited liability company (together with CFI RE Holdco and CFI DB Holding, each an “FDIC Restricted Issuer”), (d)owned by CFI DB Holding, (e) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, and, each case solely to the extent not otherwise included, all payments under insurance (whether or not that the grant of a lien and security interest in favor of the Administrative Agent by the applicable Grantor in a greater percentage of its Equity Interests in such FDIC Restricted Issuer would under applicable Law require a consent or authorization of the Federal Deposit Insurance Company (“FDIC”) that has not been obtained; provided, further, however, that immediately at such time as the applicable Grantor is permitted to xxxxx x xxxx and security interest in favor of the loss payee thereofAdministrative Agent in a greater percentage of its Equity Interests in such FDIC Restricted Issuer without being required under applicable Law to obtain a consent or authorization from the FDIC (or at such time as such consent or authorization is obtained, if earlier), or any indemnitythe Collateral shall include, warranty or guarantyand the lien and security interest granted by such Granter hereunder shall attach immediately to, payable by reason of loss or damage to or otherwise with respect to any such greater percentage of the foregoing Collateral)Equity Interests of such FDIC Restricted Issuer owned by such Grantor.
Appears in 1 contract
Sources: Pledge and Security Agreement (Colony Financial, Inc.)
Grant of Security. The Grantor hereby assigns and pledges to the Administrative Collateral Agent for its benefit and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Collateral Agent for its benefit and the ratable benefit of each of the Secured Parties, a security interest in all of the following, whether now or hereafter existing or acquired by the Grantor (the "Collateral"):
(a) 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 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 inventory, 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 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" (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 the Grantor;
(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 the foregoing in this Section 2.1;
(f) all of the Grantor'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), proceeds deposited from time to time in the Concentration Account, the Cash Collateral Account Account, and in any lock boxes or Lockbox Account of the Grantor, and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative Collateral Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).
Appears in 1 contract
Grant of Security. The Grantor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured PartiesParty, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, Party a security interest in in, all of Grantor's right, title and interest in and to the following, in each case whether now or hereafter existing or acquired by in which Grantor now has or hereafter acquires an interest and wherever the Grantor same may be located (the "Collateral"):
(a) all equipment in all of its forms of the Grantor, wherever locateddeposit accounts, including without limitation all parts thereof deposit accounts maintained with Secured Party;
(b) all accounts, contract rights, chattel paper, documents, instruments, general intangibles and other rights and obligations of any kind and all accessionsrights in, additionsto and under all security agreements, attachmentsleases and other contracts securing or otherwise relating to any such accounts, improvementscontract rights, substitutions and replacements thereto and therefor and all accessories related thereto chattel paper, documents, instruments, general intangibles or other obligations (any and all of the foregoing such accounts, contract rights, chattel paper, documents, instruments, general intangibles and other obligations being the "EquipmentAccounts", and any and all such security agreements, leases and other contracts being the "Related Contracts");
(bc) all inventory in all of its forms of the Grantor(including, wherever locatedbut not limited to, 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 and materials, work in process thereforprocess, finished goods thereofgoods, and materials used or consumed in the manufacture manufacture, packing, shipping, advertising, selling, leasing, furnishing or production thereof,
of such inventory or otherwise used or consumed in Grantor's business, (iiiii) all goods in which the Grantor has an interest in mass or a joint or other interest or right of any kind kind, (including goods in which the Grantor has an interest or right as consignee), and
(iiiiv) all goods which are returned to or repossessed by the Grantor, Grantor and all accessions thereto, thereto and products thereof and documents therefor (any and all such inventory, materials, goods, accessions, accessions and products and documents being the "Inventory");
(cd) all accountsequipment in all of its forms, 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, all parts thereof 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 accessions thereto (any and all such accountsequipment, contracts, contract rights, chattel paper, documents, instruments, parts and general intangibles accessions being the "Receivables" (provided, however, that Receivables shall not include Prescription Receivables sold to Pharmacy Fund pursuant to the Rapid Remit ProgramEquipment"), 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 the Grantor;
(e) all bookstrademarks, recordstrade names, writingstrade secrets, data basesbusiness names, information patents, patent applications, licenses, copyrights, registrations and other property relating tofranchise rights, used or useful in connection with, evidencing, embodying, incorporating or referring to, and all goodwill associated with any of the foregoing in this Section 2.1foregoing;
(f) to the extent not included in any other paragraph of this Section 1, all of other general intangibles (including, without limitation, tax refunds, rights to payment or performance, choses in action and judgments taken on any rights or claims included in the Grantor's other property and rights of every kind and description and interests therein; andCollateral);
(g) all plant fixtures, business fixtures and other fixtures and storage and office facilities, and all accessions thereto and products thereof;
(h) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon;
(i) all proceeds, products, offspring, rents, issues, profits, returns, income rents and proceeds profits of and or 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), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative Agent Secured Party is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral). For purposes of this Agreement, the term "proceeds" includes whatever is receivable or received when Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary.
Appears in 1 contract
Sources: Security Agreement (Ditech Corp)
Grant of Security. The Grantor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Lender Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, Lender Parties a security interest in in, all of the followingGrantor's right, title and interest in, to and under the following property, whether now or hereafter existing or acquired by the Grantor (the "CollateralCOLLATERAL"):
(a) all equipment in all of its forms of the Grantor, wherever located, including Rolling Stock (but excluding motor vehicles, trucks and trailers), and 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 "EquipmentEQUIPMENT");
(b) all inventory in all of its forms of the Grantor, 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 therefortherefor (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 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 inventory, materials, goods, accessions, products and documents being the "InventoryINVENTORY");
(c) all accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (of the Grantor, including tax refunds) ownership rights of the inventory owned by 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" (provided, however, that Receivables shall not include Prescription Receivables sold to Pharmacy Fund pursuant to the Rapid Remit Program)RECEIVABLES", and any and all such security agreements, guaranties, leases and other contracts being the "Related ContractsRELATED CONTRACTS") (provided, however, that Related Contracts shall not include the Rapid Remit Program Documents);
(d) all Intellectual Property Collateral of the Grantor;
(e) all books, records, writings, data bases, information and other property of the Grantor relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, to any of the foregoing in this Section SECTION 2.1;
(f) all of the Grantor'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 CLAUSES (aA), (bB), (cC), (dD), (eE) and (f)F) above, proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).
Appears in 1 contract
Grant of Security. The Grantor hereby assigns and pledges 3.1 By executing this deed the Chargor charges to the Administrative Agent Lender with full title guarantee and as a continuing security for its benefit the payment, performance and the ratable benefit discharge of each of all the Secured PartiesLiabilities the following assets, both present and hereby grants future, from time to time to the Administrative Agent for its benefit and extent owned by it or to the ratable benefit of each of the Secured Parties, a security interest extent in all of the following, whether now or hereafter existing or acquired by the Grantor (the "Collateral"):which it has an interest:
(a) all equipment in by way of first equitable mortgage, all of its forms of Securities and, if and to the Grantorextent not effectively assigned by clause 3.2, wherever located, including all parts thereof and Related Rights relating to 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")its Securities;
(b) all inventory in all by way of its forms of the Grantor, wherever located, includingfixed charge:
(i) all raw materials and work in process thereforLand which is now, finished goods thereof, and materials used or consumed in the manufacture or production thereof,future becomes, the property of the Chargor;
(ii) all goods plant and machinery now or in which the Grantor has an interest in mass or a joint or other interest or right of future attached to any kind (including goods in which the Grantor has an interest or right as consignee), andLand;
(iii) all goods rental and other income and all debts and claims which are returned due or owing to the Chargor now or repossessed in the future under or in connection with any lease, agreement or licence relating to Land;
(iv) all insurance and assurance contracts and policies now or in the future held by or otherwise benefiting the Chargor:
(a) which relate to Assets themselves subject to a fixed charge in favour of the Lender; or
(b) which are now or in the future deposited by the Grantor, Chargor with the Lender; together with all such rights and interests as the Chargor may have in these contracts and policies (including the benefit of all claims arising and all accessions theretomoney payable under them);
(v) all the goodwill of the Chargor and uncalled share capital for the time being;
(vi) all Intellectual Property Rights present and future, products thereof including any Intellectual Property to which the Chargor is not absolutely entitled or to which the Chargor is jointly entitled together with others;
(vii) the benefit of all agreements and documents therefor licences now or in the future entered into or enjoyed by the Chargor relating to the use or exploitation of any Intellectual Property in any part of the world;
(viii) all trade secrets, confidential information and know how owned or enjoyed by the Chargor now or in the future in any part of the world;
(ix) all of its rights (including against third parties) and benefits in and to the Receivables, to the extent that they do not fall within any other paragraph of this clause 3.1;
(x) all such inventoryother debts now or in the future owing to the Chargor save for those arising on fluctuating accounts with associates (as defined in section 53(3) of the Companies Act 1989);
(xi) the benefit of all instruments, materialsguarantees, goodscharges, accessions, products pledges and documents being other rights now or in the "Inventory")future available to the Chargor as security in respect of any Asset itself subject to a fixed charge in favour of the Lender;
(c) by way of floating charge all accountsAssets which are not effectively charged by the fixed charges detailed above, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (including tax refunds) of but so that 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" (provided, however, that Receivables Chargor shall not include Prescription Receivables sold to Pharmacy Fund pursuant to without 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);Lender's prior written consent:
(di) all Intellectual Property Collateral of the Grantor;
(e) all books, records, writings, data bases, information and other property relating to, used or useful take any step referred to in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing in this Section 2.1;
(f) all of the Grantor'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), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise clause 5.1 with respect to any of the foregoing Collateral)Floating Charge Assets; or
(ii) sell, transfer, part with or dispose of any of the Floating Charge Assets except by way of sale in the ordinary course of business.
3.2 The Chargor with full title guarantee and as a continuing security for the payment, performance and discharge of the Secured Liabilities hereby assigns absolutely (in each case to the fullest extent capable of assignment) by way of security to the Lender all of its present and future rights, title and interest in and to (to the extent that the Chargor is interested therein) the Related Rights (including any rights, title and interest that relate to the Borrower Interests) and all monies which at any time may be or become payable to it pursuant to the terms of any contract or licence and the proceeds of any claims, awards and judgments which may at any time be receivable or received by it pursuant thereto.
3.3 The Lender may at any time crystallise any floating charge created in clause 3.1(c) into a fixed charge, or subsequently reconvert it into a floating charge, by notice in writing given at any time by the Lender to the Chargor in relation to any or all Floating Charge Assets, as the Lender may specify in the notice.
3.4 Subject to the rights of any prior mortgagee, the Chargor must:
(a) deposit with the Lender for retention by it, all title deeds and documents relating to all Assets charged by way of fixed charge under clause 3.1, including insurance and assurance policies; and
(b) execute and deliver to the Lender such documents and transfers as the Lender may require at any time to constitute or perfect an equitable or legal charge or a pledge (at the option of the Lender) over the Securities, including uncertificated Securities, within any clearing, transfer, settlement and/or depositary system, and give any instructions and take any actions the Lender may require to achieve this.
3.5 Unless and until this deed becomes enforceable:
(a) the Chargor may continue to exercise all voting and other rights attaching to Securities as long as it remains their registered owner; and
(b) if Securities are registered in the name of the Lender's nominee, all voting and other rights attached to them will be exercised by the nominee in accordance with the instructions that the Chargor issues from time to time. In the absence of instructions, the nominee will refrain from exercising any of these rights.
3.6 Any mortgage, fixed charge or other fixed security which the Chargor creates in favour of the Lender will have priority over the floating charge created by clause 3.1(c) unless the Lender states otherwise on or after its creation.
3.7 Any debentures, mortgages or charges (fixed or floating) which the Chargor creates in the future (except those in favour of the Lender) shall be expressed to be subject to this deed and shall rank in order of priority behind the charges created by this deed.
Appears in 1 contract
Grant of Security. The As security for the payment and performance in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Administrative Agent Collateral Agent, its successors and permitted assigns, for its the benefit and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Agent Collateral Agent, its successors and permitted assigns, for its the benefit and the ratable benefit of each of the Secured Parties, a continuing security interest in in, all of the followingsuch Grantor’s right, whether now or hereafter existing or acquired by the Grantor (the "Collateral"):
(a) all equipment in all of its forms of the Grantortitle and interest in, wherever located, including all parts thereof to and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related thereto (under any and all of the foregoing being following assets now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the "Equipment");
future may acquire any right, title or interest (collectively, the “Trademark Collateral”): (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, the goodwill of the business symbolized thereby or associated therewith, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule A under the heading “Trademark Registrations and Applications”, (b) all inventory in all of its forms of the rights and privileges arising under applicable law with respect to such 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 ’s use of any kind (including goods in which the Grantor has an interest or right as consignee)trademarks, 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 inventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accountsreissues, contractscontinuations, contract rightsextensions and renewals thereof and amendments thereto, 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 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" (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 the Grantor;
(e) all booksincome, recordsfees, writingsroyalties, data bases, information damages 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;
(f) all of the Grantor's other property payments now 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), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, 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, warranty or guaranty, hereafter due and/or payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral)foregoing, including damages, claims and payments for past, present or future infringements thereof, (e) all rights corresponding thereto throughout the world and (f) rights to xxx for past, present and future infringements or dilutions thereof or other injuries thereto. 52 Notwithstanding anything herein to the contrary, (a) in no event shall the Trademark Collateral include or the security interest granted under this Section 2 attach to any “intent to use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely 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 application under applicable federal law and (b) if, for so long and to the extent as any such asset constitutes Excluded Property, the security interest granted under this Section 2 shall not attach to, and the Trademark Collateral shall not include, such asset, provided, however, that the security interest granted under this Section 2 shall immediately attach to, and the Trademark Collateral shall immediately include, any such asset (or portion thereof) upon such asset (or such portion) ceasing to be Excluded Property.
Appears in 1 contract
Grant of Security. The To secure the prompt and complete payment, observance and performance when due of (a) the Grantor’s obligations and liabilities under the Underwriting Agreement and the other Underwriting Documents, including, without limitation, all “Loss” under and as defined in the Underwriting Agreement and (b) the Grantor’s obligations and liabilities under this Agreement, any other agreement, document or instrument executed by the Grantor pursuant to or in connection with such agreements (all such obligations and liabilities of the Grantor now or hereafter existing being hereinafter referred to as the “Liabilities”), the Grantor reaffirms its pledge and grant of a security interest pursuant to the Existing Agreement and hereby assigns and presently pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured PartiesParty, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured PartiesParty, a security interest in all of the Grantor’s right, title and interest in and to the following, whether now owned or existing or hereafter existing arising or acquired and wheresoever located: all Vessels and all equipment (including, without limitation, all “equipment” as such term is defined in Section 9-102(a)(33) of the UCC), whether now owned or hereafter acquired or arising, which is from time to time attached to, located on, or related to, one or more of the Vessels, including, without limitation, all boilers, engines, machinery, masts, spars, sails, boats, anchors, cables, chains, rigging, tackle, apparel, cranes, drills, excavators, shovels, construction equipment, furniture, furnishings, appliances, tools, tooling, and all other goods of every type and description (other than inventory), in each instance whether now owned or hereafter acquired by the Grantor (the "Collateral"):
(a) all equipment in all of its forms of the Grantor, and wherever located, including all parts thereof and all accessionstogether, additionsin each instance, 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 with 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 (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 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" (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 the Grantor;
(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 the foregoing in this Section 2.1;
(f) all of the Grantor'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), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect additions to any of the foregoing Collateralforegoing, substitutions therefor, earnings and other intangibles with respect thereto, replacements, proceeds and products thereof (including, without limitation, all charter and freight hire proceeds, insurance proceeds and requisition proceeds) (collectively, the “Equipment”), and all books and records with respect thereto.
Appears in 1 contract
Sources: Underwriting and Continuing Indemnity Agreement (Great Lakes Dredge & Dock CORP)
Grant of Security. The Grantor Each Grantor, in order to secure the Secured Obligations, hereby assigns and pledges to the Administrative Agent Collateral Trustees for its their benefit and in trust for the equitable and ratable benefit of each of the Representatives and the Secured PartiesHolders, and hereby grants to the Administrative Agent Collateral Trustees for its their benefit and in trust for the equitable and ratable benefit of each of the Representatives and the Secured PartiesHolders, a lien on and security interest in, such Grantor's right, title and interest in all of 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 acquired by the Grantor arising (collectively, the "Collateral"):
(a) all equipment in all of its forms the case of the GrantorBorrower, 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 inventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contractschattel paper (including, contract rightswithout limitation, tangible chattel paper and electronic chattel paper), documentsinstruments (including, instrumentswithout limitation, and promissory notes), general intangibles (including tax refundsincluding, without limitation, payment intangibles) and other obligations of the Grantorany kind, whether or not arising out of or in connection with the sale or lease of goods or the rendering of servicesservices and whether or not earned by performance, and all rights of the Grantor now or hereafter existing in and to all supporting obligations and in and to all security agreements, guarantiesmortgages, leases Liens, leases, letters of credit and other contracts securing or otherwise relating to any the foregoing property, in each case only to the extent such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles and other obligations are owed to the Borrower from a Subsidiary of the Borrower (other than the Subsidiaries listed on Schedule VII) (any and all of such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles and other obligations, to the extent not referred to in clause (b), (c) or (d) below, 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 supporting obligations, security agreements, guarantiesmortgages, leases Liens, leases, letters of credit and other contracts being the "Related Contracts");
(b) the following (the "Security Collateral"):
(i) the Initial Pledged Equity and the certificates, if any, representing the Initial Pledged Equity, 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 the Initial Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto;
(ii) in the case of the Borrower, the Initial Pledged Debt and the instruments, if any, evidencing the Initial 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 Initial Pledged Debt;
(iii) all additional shares of stock and other Equity Interests of or in any issuer of the Initial Pledged Equity or any successor entity from time to time acquired by such Grantor in any manner and all additional shares of stock or Equity Interests of or in any new direct Subsidiary (other than a Non-Pledged Subsidiary) of such Grantor formed or acquired by such Grantor in any manner after the date of this Agreement (such shares and other Equity Interests, together with the Initial Pledged Equity, being the "Pledged Equity"), and the certificates, if any, representing such additional shares 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 subscription warrants, rights or options issued thereon or with respect thereto;
(iv) all additional indebtedness from time to time owed to the Borrower by any obligor of the Initial Pledged Debt or any successor entity (such indebtedness, together with the Initial Pledged Debt, being the "Pledged Debt") and the instruments, 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 such indebtedness;
(v) in the case of the Borrower, the Securities Accounts, all Pledged Security Entitlements with respect to all Pledged Financial Assets from time to time credited to the Securities Accounts, and all Pledged 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 for any or all of such Pledged Security Entitlements or such Pledged Financial Assets and all subscription warrants, rights or options issued thereon or with respect thereto; and
(vi) all other investment property (including, without limitation, all (A) securities, whether certificated or uncertificated, (B) security entitlements and (C) securities accounts) in which the Borrower has now, or acquires from time to time hereafter, any right, title or interest in any manner, and the certificates or instruments, if any, representing or evidencing such investment property, and all dividends, distributions, return of capital, interest, distributions, value, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such investment property and all subscription warrants, rights or options issued thereon or with respect thereto; provided, however, that Related Contracts if any time after the date of this Agreement the Borrower obtains the appropriate consents and regulatory approvals with respect to AES Oasis Finco Inc. and AES Oasis Holdco Inc., the Equity Interests in AXX Xxsis Finco, Inc. and AES Oasis Holdco, Inc. shall not include be pledged to the Rapid Remit Program Documentsxxxxxt permissible at such time;
(c) in the case of the Borrower each of the agreements listed on Schedule III hereto (collectively, the "Assigned Agreements"), including, without limitation, (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of the Borrower for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of the Borrower 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");
(d) all Intellectual Property Collateral the following (collectively, the "Account Collateral"):
(i) in the case of the GrantorBorrower, the Deposit Accounts and all funds and financial assets from time to time credited thereto (including, without limitation, all Cash Equivalents, all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such funds and financial assets, and all certificates and instruments, if any, from time to time representing or evidencing the Deposit Accounts);
(ii) all promissory notes, certificates of deposit, deposit accounts, checks and other instruments from time to time delivered to or otherwise possessed by the Collateral Trustees for or on behalf of the Borrower, including, without limitation, those delivered or possessed in substitution for or in addition to any or all of the then existing Account Collateral; and
(iii) all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Account Collateral; and
(e) all booksproceeds of, recordscollateral for, writingsincome, data bases, information and other property payments now or hereafter due and payable with respect to, and supporting obligations 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 the Grantor'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 including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in clauses (a), (b), (c), ) through (d), ) of this Section 1 and this clause (e)) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, and, to the extent not otherwise included, all all
(A) payments under insurance (whether or not the Administrative Agent is Collateral Trustees are the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral, (B) tort claims, including, without limitation, all commercial tort claims and (C).
Appears in 1 contract
Sources: Security Agreement (Aes Corporation)
Grant of Security. The Grantor (a) As collateral security for the prompt and complete payment when due of all of the Borrower's obligations hereunder, the Borrower hereby assigns creates and pledges grants a continuing security interest to the Administrative Agent for its benefit Holder in and the ratable benefit of each to all of the Secured PartiesBorrower's right, title and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, a security interest in and to all of the following, whether now owned or hereafter acquired or existing or acquired by the Grantor (the "Collateral"):
(a) 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 and all accessories related thereto (any and all of the foregoing being following, the "EquipmentCOLLATERAL"): all accounts (other than bank accounts);
(b) all , accounts receivable, including, without limitation, any right to payment for 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 Borrower sold in the manufacture ordinary course of the Borrower's business, whether now existing 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 Grantorhereafter arising, 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, documentstax refunds, instruments, acceptances, drafts and general intangibles (including tax refunds) other obligations of the Grantorany kind evidencing a right to receive money, whether or not in each case, arising out of or in connection with the sale or lease of goods or the rendering of services, together with all ledger sheets, files, records and documents relating to any of the foregoing including all computer records, programs, storage media and computer software used or useful in connection therewith (the "RECEIVABLES"), and all rights of the Grantor now or hereafter existing in Borrower's right, title and to all interest, powers, privileges and other benefits under each and every one of the security agreements, guaranties, leases agreements and other contracts securing or otherwise relating to any such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (any Receivables; 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 the Grantor;
(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 the foregoing in this Section 2.1;
(f) all of the Grantor'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 foregoing.
(including proceeds which constitute property b) In furtherance of the types described in clauses foregoing, the Borrower agrees (a), (b), (c), (d), (eand at its expense) to deliver to Holder duly completed Uniform Commercial Code financing statements and (f), proceeds deposited such other like instruments as Holder may request from time to time to perfect the liens and security interests in the Collateral Account and in any lock boxes of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral)granted hereunder.
Appears in 1 contract
Grant of Security. The Grantor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Lender Parties, and hereby grants to the Administrative Agent Agent, for its benefit and the ratable benefit of each of the Secured Lender Parties, a security interest in all of the following, whether now or hereafter existing or acquired by the Grantor (the "CollateralCOLLATERAL"):
(a) all equipment in all of its forms of the Grantor, wherever located, including all machinery, manufacturing, distribution, selling, data processing and office equipment, assembly systems, tools, molds, dies, fixtures, appliances, furniture, furnishings, vehicles, trade fixtures, and other tangible personal property (other than Inventory), and 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 "EquipmentEQUIPMENT");
(b) all inventory in all of its forms of the Grantor, wherever located, including:
(i) all goods, merchandise and other personal property furnished or to be furnished under any contract of service or intended for sale or lease, all consigned goods and other items which have previously constituted Equipment but are then currently being held for sale or lease in the ordinary course of Grantor's business, all raw materials and work in process therefor, finished goods thereof, and all other materials and supplies of any kind, nature or description used or consumed in the manufacture manufacture, production, packing, shipping, advertising, finishing or production sale 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 inventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contracts, contract rights, chattel paper, documents, instruments, instruments and general intangibles (including tax refunds) of the Grantor, whether or not arising out of or in connection with the sale or lease or other disposition 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, documents and general intangibles instruments (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)RECEIVABLES", and any and all such security agreements, guaranties, leases and other contracts being the "Related ContractsRELATED CONTRACTS") (provided, however, that Related Contracts shall not include the Rapid Remit Program Documents);
(d) all Intellectual Property Collateral of the Grantor;
(e) in addition to general intangibles which may be included within Receivables or Intellectual Property Collateral, all contracts, contract rights and general intangibles of Grantor, including without limitation, all tax refunds, claims, causes of action, judgments, franchises, permits, licenses, supply contracts, purchase contracts, and agreements (collectively, "GENERAL INTANGIBLES");
(f) all of Grantor's right, title and interest in and to any and all depository, savings, or custodial, or other accounts maintained by Grantor with any of the Lender Parties, all sums now or at any time hereafter on deposit therein, credited thereto, or payable thereon and all instruments, documents and other writings evidencing any of the foregoing accounts (such accounts collectively referred to herein as the "DEPOSIT ACCOUNTS");
(g) all investment property of Grantor;
(h) 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.;
(fi) all of the Grantor's other property and rights of every kind and description and interests therein; and
(gj) 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) ), (f), (g), (h), and (fi), proceeds deposited from time to time in the Collateral Account Deposit Accounts and in any lock boxes of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).
Appears in 1 contract
Grant of Security. The Grantor hereby assigns and pledges to Agent, for the Administrative Agent for its benefit and the ratable benefit of each of the Secured PartiesLenders, and hereby grants to Agent, for the Administrative Agent for its benefit and the ratable benefit of each of the Secured PartiesLenders, a security interest in in, all of its respective right, title and interest in and to the following, whether now owned or hereafter existing or acquired by the Grantor (the "“Collateral"”):
(aA) all equipment in all of its forms of the Grantor, wherever locatedforms, including all parts thereof furniture, machinery, service vehicles, supplies and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related thereto other equipment (any and all of the foregoing being the "“Equipment"”);
(bB) all inventory in all of its forms of the Grantorforms, wherever locatedincluding motor vehicles, including
tractors, trailers, service parts and accessories and other inventory (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 inventory, materials, goods, accessions, products and documents being the "“Inventory"”);
(cC) all accounts, contracts, contract rights, chattel paper, instruments, notes, letters of credit, documents, instrumentsdocuments of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds and general intangibles (including tax refunds) other obligations of the Grantorthird persons of any kind, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods or goods, the rendering of servicesservices or otherwise, and all rights of the Grantor now or hereafter existing in and to all security agreements, guarantiesleases, leases and other contracts securing or otherwise relating to any such accounts, contractscontract rights, chattel paper, instruments, notes, letters of credit, documents, documents of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds or obligations of third persons (any and all such accounts, contract rights, chattel paper, documents, instruments, and general intangibles (any and all such accountsnotes, contracts, contract rights, chattel paperletters of credit, documents, instrumentsdocuments of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds and general intangibles obligations of third persons 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 leases, security agreements, guaranties, leases agreements 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 the Grantor;
(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 the foregoing in this Section 2.1;
(fD) all of the Grantor's other ’s governmental approvals and authorizations to the maximum extent permitted by applicable law;
(E) all property and rights interests in property of every kind the Grantor now or hereafter coming into the actual possession, custody or control of the Agent or a Lender in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise);
(F) leasehold interests in and description fixtures located on any real property;
(G) all security entitlements;
(H) all intellectual property;
(I) all goods; and interests thereinall computer hardware and software;
(J) all present and future Commercial Tort Claims;
(K) Electronic Chattel Paper, Letter-of-Credit Rights, Payment Intangibles, Supporting Obligations and Tangible Chattel Paper;
(L) records and other books and records relating to the foregoing; and
(gM) all productsaccessions and additions to, offspringsubstitutions for, rentsand replacements, issues, profits, returns, income products and proceeds of and from any and all of the foregoing Collateral (including including, without limitation, proceeds which constitute property of the types described in clauses (a), A) through (b), (c), (d), (eL) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, this Section 1 and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Administrative Agent Lender is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash. Provided that the term “Collateral” shall exclude (i) any contract rights (other than any contract rights pursuant to a franchise agreement between Grantor and an automobile manufacturer), equity interests or general intangibles of the Grantor or owned by the Grantor to the extent the Grantor may not grant a security interest in the same without breach of the terms thereof and (ii) unless the relevant automobile manufacturer grants its consent thereto, any contract rights, equity interests or general intangibles related to a franchise agreement, framework agreement or other agreement with an automobile manufacturer if the granting of the foregoing security interest would permit such automobile manufacturer to terminate or materially alter or exercise other remedial rights in respect of such franchise agreement, framework agreement or other agreement with the Grantor, provided that Grantor shall use its commercially reasonable efforts to obtain agreements from the relevant manufacturers (a) permitting the grant of a security interest described in Subsection (i) above and (b) granting the consent described in Subsection (ii) above (“Excluded Collateral”). It is hereby acknowledged that certain of the franchise agreements, framework agreements and/or other agreements between the various automobile manufacturers and the Grantor may contain (i) restrictions on the ability of Grantor to transfer its ownership interest in any Sonic Dealership without the consent of the relevant automobile manufacturer, (ii) provisions giving the automobile manufacturer a right of first refusal over any proposed sale or transfer of the ownership interests in any Sonic Dealership or any portion of the assets of any Sonic Dealership (provided, however, that for the purposes of this acknowledgment, the interpretation of the Agent and the Lenders is that “transfer” does not include the granting of a security interest in assets other than ownership interests in a Sonic Dealership and contract rights under franchise agreements), and (iii) requirements that under certain circumstances (including, without limitation, upon termination of the relevant franchise agreement) the Grantor must sell certain property (consisting primarily of a particular manufacturer’s vehicles, parts, accessories, signs, tools and other similar items) to the manufacturer free and clear of any liens and encumbrances. It is understood and agreed that the existence or occurrence of any of the foregoing shall not result in a breach of or default under this Agreement, provided, however, that it is understood that for purposes of this acknowledgment, the interpretation of the Agent and the Lenders is that nothing contained in clause (iii) of the preceding sentence may be construed as invalidating the Liens in the Collateral. Notwithstanding anything contained in the two immediately preceding paragraphs, any proceeds (whether in the form of cash, property, debt or other tangible or intangible rights or assets) that Borrower or any Grantor receives from, under or in connection with any contract rights, equity interests, general intangibles, franchise agreements, framework agreements or other agreements with any automobile manufacturer that Agent and the Lenders have agreed to exclude from the definition of Collateral under the two immediately preceding sentences shall be included in the definition of Collateral. To the extent that the Agent or the Lenders has obtained a Lien on any of the Excluded Collateral such Lien is hereby null and void. Unless otherwise defined in this Section 1 or in the Credit Agreement, terms used in this Section 1 and within this Agreement that are also defined in Article 9 of the UCC have the same meaning as set forth in the UCC.
Appears in 1 contract
Grant of Security. The Grantor hereby assigns Grantor, as legal and pledges to the Administrative Agent beneficial owner, as security for its benefit and the ratable benefit of each of the Secured PartiesObligations, hereby assigns, pledges, transfers and sets over unto the Assignee and its successors and assigns, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, Assignee a security interest in in, all of the followingGrantor's right, whether now or hereafter existing or acquired by title and interest in and to the Grantor following property (hereinafter collectively referred to as the "Collateral"):
(a) Any and all investment property and equipment (as defined in all of its forms the Code) of the Grantor, wherever locatedor in which it has rights, including whether now owned or hereafter acquired, including, without limitation, all parts thereof machinery, tools, office equipment, furniture, shipping containers, furnishings, fixtures, rolling stock, dies and tools used or useful in Grantor's business, structures, leasehold improvements, installations, equipment and appurtenances hereafter constructed, drilled or placed and any and all goods, equipment and tangible property held or used by the Grantor, supplies and materials on hand, and all personal property of every kind, nature and description, whether affixed to land or imbedded therein or otherwise, of the Grantor, together with all present and future improvements or products of, accessions, additions, attachments, improvements, substitutions attachments and other additions to and substitutes and replacements thereto and therefor and for, all accessories related thereto or any part of the foregoing (any and all of the foregoing being types or items of property and interests described in this paragraph are hereinafter collectively referred to in this Agreement as the "EquipmentPersonal Property");.
(b) Any and all inventory general intangibles (as defined in all of its forms the Code) of the Grantor, wherever locatedwhether now existing or hereafter acquired or arising, including
, without limitation, all contractual rights (i) including any rights, including rights to distributions, under any partnership agreements), partnership interests, copyrights, royalties, licenses, sublicenses, trademarks, trade names, service marks, patent and proprietary rights, blueprints, drawings, designs, trade secrets, plans, diagrams, schematics, assembly and display materials relating thereto and all raw materials customer lists, including, without limitation, all present and work in process thereforfuture rights, finished goods thereoftitles, interests and materials used estates now owned or consumed in the manufacture or production thereof,
(ii) all goods in which hereafter acquired by the Grantor has an interest in mass (including, without limitation, all rights to receive payments) under or a joint by virtue of all agreements, or other interest under or right by virtue of any kind all contracts (including goods in which all of the Grantor has an interest or right as consignee)foregoing rights, and
(iii) all goods which are returned titles, interests and estates referred to or repossessed by the Grantor, and all accessions thereto, products thereof and documents therefor (any and all such inventory, materials, goods, accessions, products and documents being described in this paragraph are hereinafter collectively referred to in this Agreement as the "InventoryIntangibles Collateral");.
(c) Any and all present and future accounts (as defined in the Code) (including, but not limited to, all open accounts, contractsaccounts receivable and rights to payment of money, contract rightsfreights, hire due or to become due and passage moneys arising under or pursuant to the Intangibles Collateral or to any other agreements, documents or instruments relating to any property whether or not owned or leased by the Grantor or its affiliates, chattel paper, documents, instruments, cash and general intangibles noncash proceeds, all returned or repossessed goods and all books, records, computer tapes, programs and ledger books arising therefrom or relating thereto and other rights arising from or by virtue of, or from the voluntary or involuntary sale or other disposition of, or collections with respect to, or insurance proceeds payable with respect to, or proceeds payable by virtue of warranty or other claims and causes of action (including tax refundsi) for money, loss or damages or (ii) against manufacturers of or claims against any other person or entity with respect to property whether or not owned or leased by the Grantor or its affiliates (all of the foregoing types and items of property and interests described in this paragraph are hereinafter collectively referred to in this Agreement as the "Accounts").
(d) Any and all inventory (as defined in the Code) of the Grantor, or in which it has rights, whether now owned or hereafter acquired, wherever located, including, without limitation, all goods (as defined in the Code) of the Grantor held for sale or lease or furnished or to be furnished under contracts of service, all goods held for display or demonstration, goods on lease or consignment, recess, finished goods and supplies used or consumed in the Grantor's business, together with all documents, documents of title, warehouse receipts, bills of lading or orders for the delivery of all, or any portion, of the foregoing (all of the foregoing types and items of property and interests described in this paragraph are hereinafter collectively referred to in this Agreement as the "Inventory Collateral").
(e) Any and all other interests of every kind and character which the Grantor now has or at any time hereafter acquires in and to any property whether or not owned or leased by the Grantor or its affiliates, any interest of the Grantor in the goods or inventory produced therefrom or stored thereon, the Personal Property, the Intangibles Collateral, the Accounts and the Inventory Collateral and all property, real, personal or mixed, tangible or intangible, which is used or useful in connection with any property whether or not owned or leased by the Grantor or its affiliates, any interest of the Grantor in the goods or inventory produced therefrom or stored thereon, the Personal Property, the Intangibles Collateral, the Accounts and the Inventory Collateral and the proceeds and products of all of the foregoing and all monies of any kind whatsoever arising out of from or in connection with the Grantor's ownership, sale or lease of goods or the rendering of services, and all rights interest of the Grantor now in the goods or hereafter existing in inventory produced therefrom or stored thereon, the Personal Property, the Intangibles Collateral, the Accounts and to all security agreementsthe Inventory Collateral, guarantiesincluding, leases and other contracts securing or otherwise relating to any such accountswithout limitation, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments, moneys and general intangibles being the "Receivables" (provided, however, that Receivables shall not include Prescription Receivables sold claims for moneys due and to Pharmacy Fund pursuant become due 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 the Grantor;
(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 the foregoing in this Section 2.1;
(f) all of the Grantor'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), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative Agent is the loss payee thereof), or and any indemnity, warranty or guaranty, guaranty otherwise payable by reason of loss or damage to, or otherwise with respect to, any interest of the Grantor in the goods or inventory produced therefrom or stored thereon, the Personal Property, the Intangibles Collateral, the Accounts and the Inventory Collateral, whether now owned or hereafter acquired.
(f) Any and all proceeds of, and all other profits, rentals or receipts, in whatever form, arising from the collection, sale, lease, exchange, assignment, licensing or other disposition of, or realization upon, the Personal Property, the Intangibles Collateral, the Accounts and the Inventory Collateral, including, without limitation (i) all claims of the Grantor against third parties for loss of, damage to or otherwise destruction of, or of proceeds payable under, or unearned premiums with respect to policies of insurance in respect of, any of the Personal Property, the Intangibles Collateral, the Accounts or the Inventory Collateral; (ii) any condemnation or requisition payments with respect to any of the foregoing Personal Property, the Intangibles Collateral), the Accounts or the Inventory Collateral, in each case whether now existing or hereafter arising; and (iii) any and all other amounts from time to time paid or payable under or in connection with any of the Personal Property, the Intangibles Collateral, the Accounts or the Inventory Collateral, including, without limitation, all other rights, claims and benefits of the Grantor against any person arising out of, relating to or in connection with, any of the Personal Property, the Intangibles Collateral, the Accounts or the Inventory Collateral. The security interest of the Assignee contained herein shall cover, and shall include a continuing general assignment in favor of the Assignee in, any and all documents, contracts, liens and security instruments, guarantees, books and records evidencing, securing or relating to the Collateral.
Appears in 1 contract
Grant of Security. The Grantor Each of the Grantors hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, Parties a security interest in all of in, the followingfollowing (collectively, whether now or hereafter existing or acquired by the Grantor (the "Collateral"):
(a) all of such Grantor's right, title and interest, whether now owned or hereafter acquired, in and to all equipment in all of its forms of the Grantorforms, wherever located, including now or hereafter existing, all fixtures and all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related accessions thereto (any and all of the foregoing such equipment, fixtures, parts and accessions being the "Equipment");
(b) all of such Grantor's right, title and interest, whether now owned or hereafter acquired, in and to all inventory in all of its forms of the Grantorforms, wherever located, now or hereafter existing (including
, but not limited to, (i) all raw materials and work in process therefor, finished goods thereof, thereof and materials used or consumed in the manufacture or production thereof,
, (ii) all goods in which the such Grantor has an interest in mass or a joint or other interest or right of any kind (including including, without limitation, goods in which the such Grantor has an interest or right as consignee), and
) and (iii) all goods which that are returned to or repossessed by the such Grantor), and all accessions thereto, thereto and products thereof and documents therefor (any and all such inventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all of such Grantor's right, title and interest, whether now owned or hereafter acquired, in and to all accounts, contracts, contract rights, chattel paper, documents, instruments, and deposit accounts, general intangibles (including tax refunds) and other obligations of the Grantorany 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 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, contractscontract rights, chattel paper, instruments, deposit accounts, general intangibles or obligations (any and all such accounts, contract rights, chattel paper, documents, instruments, and deposit accounts, general intangibles and obligations, to the extent not referred to in clause (any and all such accountsd), contracts(e) or (f) below, 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 leases, security agreements, guaranties, leases agreements 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 the following (the "Security Collateral"):
(i) the Pledged Shares and the certificates representing the Pledged 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 the 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, 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 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; and
(v) all of such Grantor;'s right, title and interest in and to the membership interests in any Person 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 membership interests.
(e) all booksof such Grantor's right, records, writings, data bases, information title and other property relating to, used or useful interest in connection with, evidencing, embodying, incorporating or referring to, any and to each of the foregoing agreements listed on Schedule II, and each Hedge Agreement to which such Grantor is now or may hereafter become a party, in this Section 2.1each case as such agreements may be amended or otherwise modified from time to time (collectively, the "Assigned Agreements"), including, without limitation, (i) all rights of such Grantor to receive moneys due and 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) 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 the following (collectively, the "Account Collateral"):
(i) the Cash Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Cash Collateral Account;
(ii) 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;
(iii) all Lockbox Accounts (as hereinafter defined), all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Lockbox Accounts;
(iv) all other deposit accounts of such Grantor's , all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing such deposit accounts;
(v) 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;
(vi) 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
(vii) all interest, dividends, cash, instruments and other property and rights from time to time received, receivable or otherwise distributed in respect of every kind and description and interests thereinor in exchange for any or all of the then existing Account Collateral; and
(g) all products, offspring, rents, issues, profits, returns, income and proceeds of and from any and all of the foregoing Collateral (including including, without limitation, proceeds which that constitute property of the types described in clauses (a), (b), (c), (d), (e) and - (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes ) of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral)Collateral and (ii) cash.
Appears in 1 contract
Grant of Security. The Each Grantor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Lender Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, Lender Parties a security interest in in, all of such Grantor's right, title and interest in, to and under the followingfollowing property, whether now or hereafter existing or acquired by the Grantor (the "Collateral"):
(a) all equipment in all of its forms of the such Grantor, 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 and all accessories related thereto (any and all of the foregoing being the "Equipment");
(b) all inventory in all of its forms of the such Grantor, 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 therefortherefor (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 the such Grantor has an interest in mass or a joint or other interest or right of any kind (including goods in which the such Grantor has an interest or right as consignee), and
(iii) all goods which are returned to or repossessed by the 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 (including tax refunds) of the such 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 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" (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 the such Grantor;
(e) all books, records, writings, data bases, information and other property of each Grantor relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, to any of the foregoing in this Section 2.1;
(f) all of the such Grantor'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 lock boxes lockboxes of the such Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).
Appears in 1 contract
Grant of Security. The Grantor hereby assigns To secure the due and pledges punctual payment of the principal of, premium, if any, and interest (including additional interest, if any) on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on any overdue principal of, premium, if any, and interest (to the Administrative Agent for its benefit extent permitted by law), if any, on the Notes and the ratable benefit performance of all other obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities of the Company (i) to the Holders or the Trustee under the Indenture, the Notes or the Units, (ii) to the Collateral Agent under this Pledge and Security Agreement or any other Collateral Agreement or (iii) to the Holders, the Trustee or the Collateral Agent under each other Related Document to which the Company is now or may hereafter become a party, and all obligations of each Grantor which is now or may hereafter become a Guarantor under the Indenture under or in respect of its Guarantee, this Pledge and Security Agreement and each other Related Document to which such Grantor is now or may hereafter become a party, in each case howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, in accordance with the terms thereof, (all of the Secured Partiesforegoing being herein collectively referred to as the "SECURED OBLIGATIONS"), and each Grantor hereby grants to the Administrative Collateral Agent for its the benefit and the ratable benefit of each of the Secured Parties, Party a security interest in in, and each Grantor hereby pledges and assigns to the Collateral Agent for the benefit of the Secured Party, all of such Grantor's right, title and interest in, to and under the following, whether now owned or existing or hereafter existing acquired, created or acquired by the Grantor (the "Collateral"):arising, whether tangible or intangible; and regardless of where located:
(a) all investment property in which such Grantor has an interest;
(b) all equipment in all of its forms (including all Motor Vehicles) of the such Grantor, 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 "EquipmentEQUIPMENT");
(bc) all inventory in all of its forms of the such 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 such Grantor has an interest in mass or a joint or other interest or right of any kind (including goods in which the such Grantor has an interest or right as consignee), and
(iii) all goods which are returned to or repossessed by the such Grantor, and all accessions thereto, products thereof and documents therefor (any and all such inventory, materials, goods, accessions, products and documents being the "InventoryINVENTORY");
(cd) all accounts, contractsaccounts receivable, contracts (including franchise agreements), contract rights, chattel paper, documents, instruments, promissory notes and general intangibles (including tax refundsrefunds and payment intangibles) of the such 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 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, contractscontracts (including franchise agreements), contract rights, chattel paper, documents, instruments, promissory notes and general intangibles (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles of the foregoing being the "Receivables" (provided, however, that Receivables shall not include Prescription Receivables sold to Pharmacy Fund pursuant to the Rapid Remit Program)RECEIVABLES", and any and all such security agreements, guaranties, leases and other contracts being the "Related ContractsRELATED CONTRACTS") (provided, however, that Related Contracts shall not include the Rapid Remit Program Documents);
(de) the Cash Proceeds Account and all deposit accounts of such Grantor and all checks, drafts, notes, bills of exchange, money orders and other like instruments, if any, now owned or hereafter acquired, held therein (or in sub-accounts thereof) and all certificates and instruments, if any, from time to time representing or evidencing such investments, and all interest, earnings and proceeds in respect thereof;
(f) all Intellectual Property Collateral of the such Grantor;
(eg) all of such Grantor's letter of credit rights;
(h) all commercial tort claims in which such Grantor has rights (including as a plaintiff);
(i) 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 SECTION 2.1;
(fj) all of the such Grantor's other property and rights of every kind and description and interests therein; and
(gk) 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 CLAUSES (a), ) through (b), (c), (d), (e) and (fj), proceeds deposited from time to time in the Collateral Account and in any lock boxes box or deposit account of the such Grantor, and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative Collateral Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateralitems); all of the foregoing (other than any item which on any date constitutes an Excluded Contract or Excluded Equipment) being herein referred to as the "COLLATERAL".
Appears in 1 contract
Grant of Security. The Grantor Borrower hereby assigns and pledges to Agent, for the Administrative Agent for its benefit and the ratable benefit of each of the Secured PartiesLenders, and hereby grants to Agent, for the Administrative Agent for its benefit and the ratable benefit of each of the Secured PartiesLenders, a security interest in in, all of its respective right, title and interest in and to the following, whether now owned or hereafter existing or acquired by the Grantor (the "“Collateral"”):
(aA) all equipment in all of its forms of the Grantor, wherever locatedforms, including all parts thereof furniture, machinery, service vehicles, supplies and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related thereto other equipment (any and all of the foregoing being the "“Equipment"”);
(bB) all inventory in all of its forms of the Grantorforms, wherever locatedincluding motor vehicles, including
tractors, trailers, service parts and accessories and other inventory (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 inventory, materials, goods, accessions, products and documents being the "“Inventory"”);
(cC) all accounts, contracts, contract rights, chattel paper, instruments, notes, letters of credit, documents, instrumentsdocuments of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds and general intangibles (including tax refunds) other obligations of the Grantorthird persons of any kind, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods or goods, the rendering of servicesservices or otherwise, and all rights of the Grantor now or hereafter existing in and to all security agreements, guarantiesleases, leases and other contracts securing or otherwise relating to any such accounts, contractscontract rights, chattel paper, instruments, notes, letters of credit, documents, documents of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds or obligations of third persons (any and all such accounts, contract rights, chattel paper, documents, instruments, and general intangibles (any and all such accountsnotes, contracts, contract rights, chattel paperletters of credit, documents, instrumentsdocuments of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds and general intangibles obligations of third persons 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 leases, security agreements, guaranties, leases agreements and other contracts being the "“Related Contracts") (provided, however, that Related Contracts shall not include the Rapid Remit Program Documents”);
(dD) all Intellectual Property Collateral of the GrantorBorrower’s governmental approvals and authorizations to the maximum extent permitted by applicable law;
(eE) all booksproperty and interests in property of the Borrower now or hereafter coming into the actual possession, recordscustody or control of the Agent or a Lender in any way or for any purpose (whether for safekeeping, writingsdeposit, data basescustody, information pledge, transmission, collection or otherwise);
(F) leasehold interests in and fixtures located on any real property from which the Borrower conducts business;
(G) all security entitlements;
(H) all intellectual property;
(I) all goods; and all c omputer hardware and software;
(J) all present and future Commercial Tort Claims;
(K) Electronic Chattel Paper, Letter-of-Credit Rights, Payment Intangibles, Supporting Obligations and Tangible Chattel Paper;
(L) records and other property books and records relating to the foregoing; and
(M) all accessions and additions to, used or useful in connection withsubstitutions for, evidencingand replacements, embodying, incorporating or referring to, products and proceeds of any of the foregoing in this Section 2.1;
(f) all of the Grantor's other property and rights of every kind and description and interests therein; and
(g) all productsincluding, offspringwithout limitation, 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), A) through (b), (c), (d), (eL) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, this Section 1 and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Administrative Agent is or the Lenders are the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash. Provided that the term “Collateral” shall exclude (i) any contract rights (other than any contract rights pursuant to a franchise agreement between Borrower and an automobile manufacturer), equity interests or general intangibles of the Borrower or owned by the Borrower to the extent the Borrower may not grant a security interest in the same without breach of the terms thereof and (ii) unless the relevant automobile manufacturer grants its consent thereto, any contract rights, equity interests or general intangibles related to a franchise agreement, framework agreement or other agreement with an automobile manufacturer if the granting of the foregoing security interest would permit such automobile manufacturer to terminate or materially alter or exercise other remedial rights in respect of such franchise agreement, framework agreement or other agreement with the Borrower, provided that Borrower shall use its commercially reasonable efforts to obtain agreements from the relevant manufacturers (a) permitting the grant of a security interest described in Subsection (i) above and (b) granting the consent described in Subsection (ii) above (“Excluded Collateral”). It is hereby acknowledged that certain of the franchise agreements, framework agreements and/or other agreements between the various automobile manufacturers and the Borrower may contain (i) restrictions on the ability of Borrower to transfer its ownership interest in any Sonic Dealership without the consent of the relevant automobile manufacturer, (ii) provisions giving the automobile manufacturer a right of first refusal over any proposed sale or transfer of the ownership interests in any Sonic Dealership or any portion of the assets of any Sonic Dealership (provided, however, that for the purposes of this acknowledgment, the interpretation of the Agent and the Lenders is that “transfer” does not include the granting of a security interest in assets other than ownership interests in a Sonic Dealership and contract rights under franchise agreements), and (iii) requirements that under certain circumstances (including, without limitation, upon termination of the relevant franchise agreement) the Borrower must sell certain property (consisting primarily of a particular manufacturer’s vehicles, parts, accessories, signs, tools and other similar items) to the manufacturer free and clear of any liens and encumbrances. It is understood and agreed that the existence or occurrence of any of the foregoing shall not result in a breach of or default under this Agreement, provided, however, that it is understood that for purposes of this acknowledgment, the interpretation of the Agent and the Lenders is that nothing contained in clause (iii) of the preceding sentence may be construed as invalidating the Liens in the Collateral. Notwithstanding anything contained in the two immediately preceding paragraphs, any proceeds (whether in the form of cash, property, debt or other tangible or intangible rights or assets) that Borrower or any direct or indirect Subsidiary of Borrower receives from, under or in connection with any contract rights, equity interests, general intangibles, franchise agreements, framework agreements or other agreements with any automobile manufacturer that Agent and the Lenders have agreed to exclude from the definition of Collateral under the two immediately preceding sentences shall be included in the definition of Collateral. To the extent that the Agent or the Lenders has obtained a Lien on any of the Excluded Collateral such Lien is hereby null and void. Unless otherwise defined in this Section 1 or in the Credit Agreement, terms used in this Section 1 and within this Agreement that are also defined in Article 9 of the UCC have the same meaning as set forth in the UCC.
Appears in 1 contract
Grant of Security. The Grantor Each Pledgor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, Collateral Trustees and hereby grants to the Administrative Agent Collateral Trustees, in each case, in trust pursuant to the Collateral Trust Agreement for its benefit the Equal and the ratable benefit of each Ratable Benefit of the Secured PartiesHolders and their Representatives to the extent set forth in Section 2 of this Agreement, a lien on and a security interest in all of such Pledgor'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 Pledgor, wherever located, and whether now or hereafter existing or acquired by the Grantor arising (collectively, the "Collateral"):
(a) all equipment in all of its forms of the Grantor(including, wherever locatedwithout limitation, including all manufacturing equipment, all office equipment and all motor vehicles and other distribution equipment), all fixtures and all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements accessions thereto and therefor all software related thereto, including software that is imbedded in and all accessories related thereto is part of the equipment (any and all of the foregoing such equipment, fixtures, parts, accessions and software being the "Equipment");
(b) all inventory in all of its forms of the Grantor(including, wherever locatedwithout limitation, including
(i) all raw materials and work in process therefor, finished goods thereof, thereof and materials used or consumed in the manufacture manufacture, production, preparation or production shipping thereof,
, (ii) all goods in which the Grantor such Pledgor has an interest in mass or a joint or other interest or right of any kind (including including, without limitation, goods in which the Grantor such Pledgor has an interest or right as consignee), and
) and (iii) all goods which that are returned to or repossessed or stopped in transit by the Grantorsuch Pledgor), and all accessions thereto, thereto and products thereof and documents therefor therefor, and all software related thereto, including software that is imbedded in and is part of the inventory (any and all such inventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contractschattel paper (including tangible chattel paper and electronic chattel paper), contract instruments (including promissory notes), deposit accounts, letter-of-credit rights, chattel papersoftware, documents, instruments, and general intangibles (including tax refundspayment intangibles) and other obligations of the Grantorany kind, whether or not arising out of or in connection with the sale or lease of goods or the rendering of servicesservices and whether or not earned by performance, and all rights of the Grantor now or hereafter existing in and to all supporting obligations and in and to all security agreements, guarantiesmortgages, liens, leases and other contracts securing or otherwise relating to the foregoing property (any and all of such accounts, contracts, contract rights, chattel paper, documents, instruments, and deposit accounts, letter-of-credit rights, software, general intangibles and other obligations, to the extent not referred to in clause (any and all such accountsd), contracts(e) or (f) below, 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 supporting obligations, security agreements, guarantiesmortgages, liens, 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 the Grantor;following (the "Security Collateral"):
(ei) the Initial Pledged Shares and the certificates, if any, representing the Initial Pledged Shares, and all booksdividends, recordscash, writings, data bases, information instruments 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;
(f) all of the Grantor'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), proceeds deposited from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Collateral Account Initial Pledged Shares;
(ii) the Initial Pledged Debt and the instruments, if any, evidencing the Initial 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 Initial Pledged Debt;
(iii) all additional shares of stock or other equity interests in any lock boxes Person from time to time acquired by such Pledgor in any manner (such shares and other interests, together with the Initial Pledged Shares, being the "Pledged Shares"), and the certificates, if any, representing such additional shares or other interests, 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 or other interests; provided that such Pledgor shall not be required to pledge, and the terms "Pledged Shares" and "Security Collateral" used in this Agreement shall not include, any shares of stock in any Foreign Corporation (as hereinafter defined) owned or otherwise held thereby which, when aggregated with all of the Grantorother shares of stock in such Foreign Corporation pledged by such Pledgor, and, would result in 66% or more of the shares of stock in such Foreign Corporation entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Internal Revenue Code) (the "Voting Foreign Stock") (on a fully diluted basis) being pledged to the extent not otherwise included, Secured Holders under this Agreement (although all payments under insurance (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateralshares of stock in such Foreign Corporation not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Internal Revenue Code) (the "Non-Voting Foreign Stock") shall be pledged by the Pledgor).; provided
Appears in 1 contract
Sources: Pledge and Security Agreement (Us Industries Inc /De)
Grant of Security. (a) The Grantor Borrower and the Owner Trustee (not in its individual capacity but solely as trustee on behalf of the Borrower) hereby grants, pledges, transfers and collaterally assigns and pledges to the Administrative Agent Facility Agent, for its the benefit and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Agent as collateral security for its benefit and the ratable benefit of each all Obligations of the Secured PartiesBorrower hereunder, a first priority continuing security interest in in, and a Lien upon, all of the followingBorrower’s and Owner Trustee’s (not in its individual capacity but solely as owner trustee on behalf the Borrower) right, title and interest in, to and under, the following property, in each case whether tangible or intangible, wheresoever located, and whether now owned by the Borrower or the Owner Trustee (not in its individual capacity but solely as owner trustee on behalf the Borrower) or hereafter acquired and whether now existing or acquired by hereafter coming into existence (all of the Grantor (property described in this Section 7.01(a) being collectively referred to herein as the "“Collateral"”):
(ai) all equipment in all of its forms of the GrantorCollateral Loans and Related Documents, wherever locatedboth now and hereafter owned, including all parts thereof Collections and other proceeds thereon or with respect thereto;
(ii) the Collection Account, the Reserve Account, the Lockboxes, any Hedge Counterparty Collateral Account and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor Cash on deposit therein;
(iii) each Facility Document and all accessories related 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 Facility 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 Facility Agent under this Agreement;
(iv) 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);
(v) all other property of the Borrower and all property of the Borrower which is delivered to the Facility Agent (or any custodian on its behalf) by or on behalf of the Borrower or held by any party by or on behalf of the Borrower;
(vi) all security interests, liens, collateral, property, guaranties, supporting obligations, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of the assets, investments and properties described above; and
(vii) all Proceeds of any and all of the foregoing being the "Equipment");foregoing.
(b) All terms used in this Section 7.01 that are defined in the UCC but are not defined in Section 1.01 shall have the respective meanings assigned to such terms in the UCC. The Owner Trustee hereby agrees to comply with the provisions of Section 7.05 and designates the Facility Agent as its agent and attorney in fact to prepare and file any UCC-1 financing statement, continuation statement and all inventory in all of its forms of the Grantor, wherever located, including
(i) all raw materials and work in process therefor, finished goods thereofother instruments, and materials used take all other actions, required pursuant to Section 7.05. Such designation shall not impose upon the Facility Agent, or consumed in release or diminish, the manufacture or production thereof,
(ii) all goods Owner Trustee’s obligations under Section 7.05. The Owner Trustee further authorizes and shall cause the Borrower’s counsel to file, without the Owner Trustee’s signature, UCC-1 financing statements that name the Owner Trustee as debtor and the Facility Agent as secured party and that describe the Collateral in which the Grantor Facility Agent has an interest in mass or a joint or other interest or right grant 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 inventory, 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 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" (provided, however, that Receivables shall not include Prescription Receivables sold to Pharmacy Fund pursuant to the Rapid Remit Program), hereunder and any and all such security agreements, guaranties, leases and other contracts being the "Related Contracts") (provided, however, amendments or continuation statements that Related Contracts shall not include the Rapid Remit Program Documents);
(d) all Intellectual Property Collateral of the Grantor;
(e) all books, records, writings, data bases, information and other property relating to, used may be necessary or useful in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing in this Section 2.1;
(f) all of the Grantor'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), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral)desirable.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Upstart Holdings, Inc.)
Grant of Security. The Grantor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, and Each Debtor hereby grants to the Administrative Agent for its benefit a continuing security interest ("Security Interest") in and the ratable benefit to all personal property and fixtures of each of the Secured Parties, a security interest in all of the followingDebtor, whether now or hereafter existing or now or hereafter acquired by the Grantor and wherever located, including all equipment, accounts, inventory and general intangibles, all as more fully described as follows (the "Collateral"):
(a) All money, cash, bank accounts, deposit accounts, goods, inventory, equipment, computer hardware and software, instruments, securities, documents, documents of title, chattel paper, accounts, accounts receivable, lease receivables and leases including but 120 not limited to, rights to rentals thereunder and each Debtor's reversionary interest in property leased thereunder and any equity rights in leases sold to third parties, contract rights, licenses, general intangibles, copyrights, patents and patents pending, trademarks and goodwill, Trade Secrets, credits, claims, demands and all equipment in all of its forms other property of the GrantorDebtors (including but not limited to leasehold improvements);
(b) All equipment, including without limitation all fixtures, machinery, equipment, molds, dies, motor vehicles, and other goods whether now owned or hereafter acquired by any Debtor, wherever located, including all replacements, substitutions and all parts thereof and all accessionsaccessions thereto, additionsas well as all of each Debtor's right, attachmentstitle and interest in and to any such goods now or hereafter held or used by any Debtor under any lease, improvementslease-purchase, substitutions conditional sales, use or other agreements under which any Debtor is entitled to the use and replacements thereto possession thereof, with any other rights and therefor and benefits flowing from such agreements, all accessories related thereto as may be used or useful in connection with each Debtor's business as now or hereafter carried on, any operations incidental to or associated with the same, or for any other purpose (any and all of the foregoing such equipment, machinery and fixtures, parts and accessions being the "Equipment");
(bc) all All inventory in all of its forms of the Grantorforms, wherever located, now or hereafter existing including
, but not limited to (i) all raw materials and work in process therefor, finished goods thereof, 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, any Debtor and all accessions thereto, thereto and products thereof and documents therefor (any and all such inventory, materials, goods, accessions, accessions and products and documents being the "Inventory");
(cd) all All accounts receivable, including without limitation accounts, contractscontracts (but only to the extent assignable without causing a Default under the Credit Agreement), contract rights, chattel paper, documents, instruments, licenses and general intangibles (other obligations of any kind whether now existing or hereafter arising, 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 without limitation all rights of the Grantor now or hereafter existing in and to all security agreements, guarantiesleases, leases and other contracts securing or otherwise relating to any such accounts, contractscontract rights, chattel paper, instruments, general intangibles or obligations (any and all such accounts, contract rights, chattel paper, documents, instruments, and general intangibles (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles obligations 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 leases, security agreements, guaranties, leases agreements 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 the Grantor;
(e) All general intangibles including without limitation, tradenames, trademarks, service marks, tax refunds, the corporate name and 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;
(f) all of the Grantor's other property and rights of every kind and description and interests thereinproduct names; 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), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).
Appears in 1 contract
Sources: Credit Agreement (Tweeter Home Entertainment Group Inc)
Grant of Security. The Grantor (a) Subject to Section 3.01(b) below, the Debtor, to secure the obligations described in Section 3.02 below, hereby assigns does grant, convey, pledge, transfer, assign and pledges deliver to the Administrative Agent Trustee for its the equal and proportionate benefit and the ratable benefit security of each all present and future registered Noteholders a first and prior security interest in, all of the Secured PartiesDebtor's right, title and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, a security interest in all of and to the following, whether now or hereafter existing and/or arising or acquired by the Grantor (the "Collateral"):
(a) 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 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, includingacquired:
(i) all raw materials All Receivables, whether eligible or ineligible, that are identified on Schedule I hereto or on subsequent Schedules of Receivables delivered to the Trustee and work Servicer in process therefor, finished goods thereof, and materials used connection with the disbursement of funds from the Acquisition Account by the Trustee to purchase the Receivables shown on such Schedule or consumed in the manufacture or production thereof,replacement of Receivables that are not Eligible Receivables pursuant to Section 4.02;
(ii) All collections in respect of such Receivables and all goods funds as may be held by the Trustee or Servicer from time to time in which the Grantor has an interest Accounts together with all certificates and instruments, if any, from time to time evidencing such Accounts, and funds on deposit and all investments made with such funds, all claims thereunder or in mass connection therewith, and interest, dividends, moneys, instruments, securities and other property from time to time received, receivable or a joint or other interest or right otherwise distributed in respect of any kind (including goods in which or all of the Grantor has an interest or right as consignee), andforegoing;
(iii) all goods which are returned to or repossessed by the GrantorAll moneys, and all accessions theretocash, products thereof and documents therefor (any and all such inventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contractscredits, contract rights, chattel paper, documents, instruments, and general intangibles (including tax refunds) other obligations of the Grantor, whether any kind now or not hereafter existing and/or arising out of or in connection with the sale or lease of goods or the rendering of services, Receivables and all rights of the Grantor now or hereafter existing in and to all security agreements, guaranties, leases agreements 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" (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);
(div) all Intellectual Property Collateral The rights of the GrantorDebtor in and to the Purchase Documents including, without limitation, the rights of the Debtor (A) to enforce the Purchase Documents against the respective Health Care Providers and the obligations thereunder and (B) to cause the Health Care Providers to repurchase Receivables purchased under the respective Purchase Document as to which there has occurred a breach of representation, warranty or covenant in accordance with the provisions of the Purchase Documents;
(ev) 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 All of the foregoing Debtor's rights, (but not its obligations) under (A) the Servicing Agreement, including any rights (if any) of Debtor in this Section 2.1and to Servicer's software programs and billing systems, if any, and (B) the Purchase Documents;
(fvi) all of the Grantor's other property and rights of every kind and description and interests therein; andThe Accounts;
(gvii) all products, offspring, rents, issues, profits, returns, income All products 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), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative Agent Debtor is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing foregoing; and
(viii) Subject to Section 3.01(b) below, any and all other property, rights and interests of every kind or description that from time to time hereafter is granted, conveyed, pledged, transferred, assigned or delivered to the Trustee as additional security hereunder.
(b) The Debtor, to secure the obligations described in Section 3.02 below, hereby does grant, convey, pledge, transfer, assign and deliver to the Trustee for the equal and proportionate benefit and security of all present and future registered Noteholders a first and prior or junior security interest in, all of the Debtor's right, title and interest in and to the following, whether now or hereafter existing and/or arising or acquired:
(i) All of the stock and other tangible and intangible assets, moneys, rights, and properties related to the healthcare industry (including, without limitation, HMO's, PPO's, and third party administrators) that may be purchased by the Debtor from time to time from funds disbursed from the Acquisition Account, which shall be identified on Schedule provided to the Trustee (the "Assets");
(ii) All collections and distributions in respect of the Assets and all funds as may be held by the Trustee or Servicer from time to time in the Collection Account from collections and distributions in respect of the Assets, together with all certificates and instruments, if any, from time to time evidencing such collections and distributions, and such collections and distributions on deposit and all investments made with such collections and distributions, all claims in connection therewith, and interest, dividends, moneys, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect of any or all of the foregoing;
(iii) All moneys, cash, credits, contract rights, and other obligations of any kind now or hereafter existing and/or arising out of or in connection with the Assets and all rights now or hereafter existing in and to all agreements and contracts securing or otherwise relating to any such Assets; and
(iv) All products and proceeds of any and all of the assets, moneys, rights, and properties described in Section 3.01(b)(i) above and, to the extent not otherwise included, all payments under insurance (whether or not the Debtor is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing.
(c) All of the moneys, rights, and properties described in Sections 3.01(a) and 3.01(b) of this Note Agreement are referred as the "Collateral)" unless released from the lien of this Note Agreement pursuant to the terms hereof.
Appears in 1 contract
Sources: Indenture of Trust (Medical Capital Management Inc)
Grant of Security. The Grantor hereby assigns a security interest in and pledges to the Administrative Agent Collateral Trustee for its benefit and in trust for the equal and ratable benefit of each of the Representatives and the Secured PartiesHolders, and hereby grants to the Administrative Agent Collateral Trustee for its benefit and in trust for the equal and ratable benefit of each of the Representatives and the Secured Parties, Holders a lien on and a security interest in, the Grantor's right, title and interest in all of and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by the Grantor, wherever located, and whether now or hereafter existing or acquired by the Grantor arising (collectively, the "Collateral"):
(a) 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 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 locatedforms, including
, without limitation, (i) all raw materials and materials, work in process thereforprocess, finished goods thereof, and materials used or consumed in the manufacture manufacture, production, preparation or production shipping 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 including, without limitation, goods in which the Grantor has an interest or right as consignee), and
) and (iii) all goods which that are returned to or repossessed or stopped in transit by the Grantor), and all accessions thereto, thereto and products thereof and documents therefor therefor, and all software related thereto, including, without limitation, software that is imbedded in and is part of the inventory (any and all such inventory, materials, goods, accessions, products and documents property 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 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" (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 the Grantor;
(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 the foregoing in this Section 2.1;
(f) all of the Grantor's other property and rights of every kind and description and interests therein; and
(gb) all products, offspring, rents, issues, profits, returns, income and proceeds of and from any and all of the foregoing Collateral (including including, without limitation, proceeds which that constitute property of the types described in clauses clause (a), (b), (c), (d), (e) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, this Section 1 and, to the extent not otherwise included, (i) all payments under insurance (whether or not the Administrative Agent Collateral Trustee is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash. Notwithstanding anything else herein, the term "Collateral" shall not include any Purchased Property (as such term is defined in the Intercreditor Agreement) or any Post Default Property (as such term is defined in the Intercreditor Agreement).
Appears in 1 contract
Sources: Security Agreement (Polyone Corp)
Grant of Security. The Grantor hereby assigns and pledges to the Administrative Collateral Agent for its ratable benefit and the ratable benefit of each of the other Secured Parties, and hereby grants to the Administrative Collateral Agent for its ratable benefit and the ratable benefit of each of the other Secured Parties, a security interest in all of the following, whether now or hereafter existing or acquired by the Grantor (the "Collateral"):
(a) 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 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 inventory, 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 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" (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 the Grantor;
(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 the foregoing in this Section 2.1;
(f) all of the Grantor'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), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative Collateral Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).
Appears in 1 contract
Grant of Security. The Grantor Borrower hereby pledges and assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, Compaq and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, Compaq a continuing security interest in and to all of Borrower's right, title and interest in and to the followingfollowing (whether consisting of investment securities, Book-Entry Securities or other securities, Security Entitlements, financial assets or other investment property, accounts, general intangibles, instruments or documents, chattel paper, securities accounts or other property, assets or rights), whether now owned or hereafter acquired, wherever located and whether now or hereafter existing or acquired by the Grantor (collectively, the "CollateralCOLLATERAL"):
(a) the shares and issued by Compaq, whether or not evidenced by certificates, and the certificates, if any, representing such shares, all equipment security therefor, and all dividends, distributions, profits, bonuses, premiums, income, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of its forms such shares or other interests, together with all shares of stock which may hereafter be delivered by the Borrower; PROVIDED, HOWEVER, that in no event shall such shares represent five percent (5%) or more of the Grantor, wherever located, including all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related thereto outstanding shares of any issuer (any and all of the foregoing being the "EquipmentPLEDGED SHARES");
(b) the Account, all inventory in funds held therein and all of its forms of certificates and instruments, if any, from time to time representing or evidencing the GrantorAccount, wherever located, including
(i) all raw materials and work in process therefor, finished goods thereof, and materials used Securities Entitlements from time to time maintained or consumed carried 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 GrantorAccount, and all accessions thereto, products thereof and documents therefor (any and all such inventory, materials, goods, accessions, products and documents being financial assets held in or credited to the "Inventory")Account;
(c) all notes, certificates of deposit, deposit accounts, contractschecks and other instruments from time to time hereafter delivered to or otherwise possessed, contract rightsmaintained or held by the Securities Intermediary and all interest, chattel paperdividends, documentscash, instrumentsinstruments and other property and assets from time to time received, and general intangibles (including tax refunds) receivable or otherwise distributed in respect 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" (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);Account; and
(d) all Intellectual Property Collateral proceeds (including cash proceeds) of the Grantor;
(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 the foregoing in this Section 2.1;
(f) all of the Grantor'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 including, but not limited to, proceeds which that constitute property of the types described above in clauses (a), (b), (c), (d), (e) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateralthis Section 2).
Appears in 1 contract
Grant of Security. The Grantor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, and (a) Debtor hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, Party a security interest in all of Debtor's right, title and interest in and to the following, in each case whether now or hereafter existing existing, whether tangible or acquired by intangible, or in which Grantor now has or hereafter acquires an interest and wherever the Grantor same may be located (collectively, the "CollateralCOLLATERAL"):
(a) 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 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 of Debtor's right, title and work interest in process thereforand to that certain Management Services Agreement, finished goods thereofdated as of July 30, 1996, between Debtor and materials used or consumed in the manufacture or production thereof,
GEI; (ii) all goods in which the Grantor has an interest in mass or a joint or other interest or right of any kind proceeds, products, rents and profits (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 inventory, materials, goods, accessions, products and documents being the "InventoryPROCEEDS");
(c) all thereof or therefrom, including, but not limited to, accounts, contractsaccounts receivable, cash, chattel paper, contract rights, chattel papergeneral intangibles, payment intangibles, installment contracts, documents, instruments, letter-of-credit rights and general intangibles promissory notes (including tax refundsthe "ACCOUNTS") of the Grantor, whether or not arising out of or in connection with the sale or lease of goods or the rendering of servicestherefrom, and all rights of the Grantor now or hereafter existing in in, to and to under 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 the Accounts; (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);
(diii) all Intellectual Property Collateral rights to insurance and the proceeds thereof covering any of the Grantor;
above property; and (eiv) all now existing and hereafter acquired 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 above property; provided that the Collateral shall not include any Collateral Payments (as defined below) owing from GEI to Debtor pursuant to the agreements described in this Section 2.1;
(f) all of the Grantor'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 clause (including proceeds which constitute property of the types described in clauses (a), (b), (c), (d), (ei) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, and, to the extent not otherwise includedsuch Collateral Payments arose prior to the occurrence of a Major Default (as defined in the Restructuring Agreement).
(b) For purposes of this Agreement, all payments under insurance (whether the term "PROCEEDS" includes whatever is receivable or not received when the Administrative Agent is the loss payee thereof)Collateral or proceeds are sold, or any indemnityexchanged, warranty or guaranty, payable by reason of loss or damage to collected or otherwise with respect to any of the foregoing Collateral)disposed of, whether such disposition is voluntary or involuntary.
Appears in 1 contract
Grant of Security. The Each Grantor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, a security interest in all of the following, whether now or hereafter existing or acquired by the such Grantor (the "CollateralCOLLATERAL"):
(a) all equipment in all of its forms of the such Grantor, 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 "EquipmentEQUIPMENT");
(b) all inventory in all of its forms of the such 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 such Grantor has an interest in mass or a joint or other interest or right of any kind (including goods in which the such Grantor has an interest or right as consignee), and
(iii) all goods which are returned to or repossessed by the such Grantor, and all accessions thereto, products thereof and documents therefor (any and all such inventory, materials, goods, accessions, products and documents being the "InventoryINVENTORY");
(c) all accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (including tax refunds) of the such 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 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 intangibles, excluding any rights in the foregoing items of Collateral as to which the grant of a security interest would violate a valid and enforceable restriction on such grant, unless and until any required consents have been obtained (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)RECEIVABLES", and any and all such security agreements, guaranties, leases and other contracts being the "Related ContractsRELATED CONTRACTS") (provided, however, that Related Contracts shall not include the Rapid Remit Program Documents);
(d) all Intellectual Property Collateral of the such Grantor;
(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 the foregoing in this Section SECTION 2.1;
(f) all of the such Grantor'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 CLAUSES (aA), (bB), (cC), (dD), (eE) and (fF), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).
Appears in 1 contract
Sources: Credit Agreement (Titan Corp)
Grant of Security. The Grantor As security for the Obligations (as defined in Section 1(b) hereof), the Debtor hereby assigns and pledges to the Administrative Agent for its the benefit and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the the-Secured Parties, Parties a first priority security interest in in, all of the followingDebtor's right, title and interest, whether now existing or hereafter arising or acquired, in and to the following (collectively, the "Collateral"): 82
(i) All personal property of the Debtor, whether now or hereafter existing or now owned or hereafter acquired by the Grantor (the "Collateral"):
(a) all equipment in all of its forms of the Grantor, and wherever located, including all parts thereof of every kind and description, tangible or intangible, including, without limitation, the balance of every deposit account now or hereafter existing of the Debtor with the Secured Parties, or either of them, or any of their affiliates or with any agent of the Secured Parties, or either of them, or any of their affiliates to the extent such account is maintained by such agent in its capacity as agent of any kind for the Secured Parties, or any of them, or any of their affiliates, and all accessionsgoods, additionsequipment, attachmentsfurniture, improvementsinventory (including, 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) without limitation all raw materials and work in process thereformaterials, 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 consigneework-in-process), 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 inventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contracts, contract rights, chattel paper, documentsnotes receivable, instruments, documents (including, without limitation, documents or title, warehouse receipts and general intangibles (including tax refunds) all other shipping documents and instruments of the Grantorany kind whatsoever, whether relating to goods in transit or not arising out otherwise), general intangibles, credits, claims, demands and any other obligations of or in connection with the sale or lease of goods or the rendering of servicesany kind, and all rights of the Grantor whether now or hereafter existing in and arising, of the Debtor, and, as to all security agreementsof the foregoing, 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 accountsadditions and accessions thereto, contracts, contract rights, chattel paper, documents, instruments, all substitutions 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 replacements therefor 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 the Grantor;
(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 the foregoing in this Section 2.1;
(f) all of the Grantor's other property and rights of every kind and description and interests therein; and
(g) all products, offspring, rents, issues, profits, returns, income products and proceeds of and from any and all of the foregoing Collateral thereof (including proceeds which constitute property of the types described in clauses (a)including, (b), (c), (d), (e) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, and, to the extent not otherwise includedwithout limitation, all payments under proceeds of insurance (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateralthereon).
Appears in 1 contract
Grant of Security. The Grantor Each Grantor, severally, hereby assigns and pledges to Agent, for the Administrative Agent for its benefit and the ratable benefit of each of the Secured PartiesLenders, and hereby grants to Agent, for the Administrative Agent for its benefit and the ratable benefit of each of the Secured PartiesLenders, a security interest in in, all of its respective right, title and interest in and to the following, whether now owned or hereafter existing or acquired by the Grantor (collectively, the "Collateral"):
(a) all equipment in all of its forms of the Grantor, wherever locatedforms, including all parts thereof furniture, machinery, service vehicles, supplies and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related thereto other equipment (any and all of the foregoing being the "Equipment");
(b) all inventory in all of its forms of the Grantorforms, wherever locatedincluding motor vehicles, including
tractors, trailers, service parts and accessories and other inventory (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 inventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contractsAccounts (as defined in the Code as defined herein), contract rights, chattel paper, instruments, notes, letters of credit, documents, instrumentsdocuments of title, investment property, deposit accounts, other bank accounts, General Intangibles (as defined in the Code), tax refunds and general intangibles (including tax refunds) other obligations of the Grantorthird persons of any kind, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods or goods, the rendering of servicesservices or otherwise, and all rights of the Grantor now or hereafter existing in and to all security agreements, guarantiesleases, leases and other contracts securing or otherwise relating to any such accounts, contractscontract rights, chattel paper, instruments, notes, letters of credit, documents, documents of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds or obligations of third persons (any and all such accounts, contract rights, chattel paper, documents, instruments, and general intangibles (any and all such accountsnotes, contracts, contract rights, chattel paperletters of credit, documents, instrumentsdocuments of title, investment property, deposit accounts, other bank accounts, general intangibles, tax refunds and general intangibles obligations of third persons 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 leases, security agreements, guaranties, leases agreements 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 the Grantor's governmental approvals and authorizations to the maximum extent permitted by applicable law;
(e) all books, records, writings, data bases, information property and other interests in property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing Grantor now or hereafter coming into the actual possession, custody or control of the Agent or a Lender in this Section 2.1any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise);
(f) all of the Grantor's other property leasehold interests in and rights of every kind and description and interests therein; andfixtures located on any real property;
(g) all productssecurity entitlements;
(h) all intellectual property;
(i) all goods and all computer hardware and software;
(j) all Commercial Tort Claims as described in Schedule 1(j);
(k) Electronic Chattel Paper, offspringLetter-of-Credit Rights, rentsPayment Intangibles, issuesSupporting Obligations and Tangible Chattel Paper (each as defined in the Code);
(l) records and other books relating to the foregoing; and
(m) all accessions and additions to, profitssubstitutions for, returnsand replacements, income products and proceeds of and from any and all of the foregoing Collateral (including including, without limitation, proceeds which constitute property of the types described in clauses (a), ) through (b), (c), (d), (ek) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, this Section 1 and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Administrative Agent or a Lender is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral)Collateral and (ii) cash. Provided that the foregoing shall exclude (A) any Contract Rights (other than any Contract Rights pursuant to a franchise agreement between Borrower and an automobile manufacturer) or General Intangibles of the Grantor to the extent the Grantor may not grant a security interest in the same without breach of the terms thereof and (B) unless the relevant automobile manufacturer grants its consent thereto, any Contract Rights or General Intangibles related to a franchise agreement with an automobile manufacturer if the granting of the foregoing security interest would permit such automobile manufacturer to terminate or materially alter such franchise agreement or any related agreements with the Borrower, provided that Grantor shall use commercially reasonable efforts to obtain agreements from the relevant manufacturers (a) permitting the grant of a security interest described in subsection (A) above and (b) granting the consent described in subsection (B) above. It is hereby acknowledged that certain of the franchise agreements and other related agreements between the various automobile manufacturers and the Grantors contain (i) restrictions on the ability of each Grantor to transfer its ownership interest in any Dealership without the consent of the relevant automobile manufacturer, (ii) provisions giving the automobile manufacturer a right of first refusal over any proposed sale or transfer of the ownership interests in any Dealership or any portion of the assets of any Dealership (provided, however, that for the purposes of this acknowledgment, the interpretation of the Agent and the Lenders is that "transfer" does not include the granting of a security interest in assets other than ownership interests in a Dealership and contract rights under franchise agreements) and (iii) requirements that under certain circumstances (including, without limitation, upon termination of the relevant franchise agreement) the Grantor must sell certain property (consisting primarily of a particular manufacturer's vehicles, parts, accessories, signs, tools and other similar items) to the manufacturer free and clear of any liens and encumbrances. It is understood and agreed that the existence or occurrence of any of the foregoing shall not result in a breach of or default under this Agreement, provided, however, that it is understood that for purposes of this acknowledgment, the interpretation of the Agent and the Lenders is that nothing contained in clause (iii) of the preceding sentence may be construed as invalidating the Liens evidenced by, or the terms of, any of the Collateral Documents.
Appears in 1 contract
Grant of Security. The Grantor hereby assigns assigns, conveys, mortgages, pledges, grants and pledges transfers to the Administrative Agent for its benefit Collateral Agent, a lien on and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, a security interest in in, all of the right, title and interest of the Grantor in and to the following, whether now owned or hereafter existing acquired, now or acquired by hereafter existing, wherever located (collectively, the Grantor (the "“Collateral"”):
(a) all equipment cash, accounts (including, without limitation, any “account” as such term is defined in all of its forms the Uniform Commercial Code of the GrantorState of New York (the “UCC”) to be applied in connection with the perfection of a security interest in favor of the Collateral Agent under this Security Agreement), wherever locatedaccounts receivable, including other receivables, letters of credit, contract rights (including, but not limited to, all parts thereof rights of the Grantor to receive moneys due and all accessionsto become due under or pursuant to such accounts, additionsaccounts receivable, attachmentsother receivables, improvements, substitutions letters of credit and replacements thereto and therefor and all accessories related thereto (any contract rights 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’s rights to terminate, and materials used or consumed to perform, compel performance and otherwise exercise all remedies under, such accounts, accounts receivable, other receivables, letters of credit and contract rights (including, without limitation, unpaid seller’s rights of recision, replevin, reclamation and stoppage 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)transit and rights to returned, and
(iii) all goods which are returned to reclaimed or repossessed by the 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, instrumentsnotes and other obligations of any kind, and general intangibles (including tax refunds) of the Grantornow 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 of the Grantor now or hereafter existing in and to all mortgages, deeds of trust, security agreements, guaranties, leases and other contracts (including, but not limited to, any amendments, supplements, modifications, renewals, extensions, replacements and substitutions thereto) securing or otherwise relating to any such cash, accounts, contractsaccounts receivable, other receivables, letters of credit, contract rights, chattel paper, documents, instruments, and general intangibles notes or other obligations (any and all such cash, accounts, contractsaccounts receivable, other receivables, letters of credit, contract rights, chattel paper, documents, instruments, notes and general intangibles obligations 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 mortgages, leases, security agreements, guaranties, leases agreements and other contracts being the "“Related Contracts"”; and any Person who is or may become obligated to the Grantor under, with respect to, or on account of, any Receivable being an “Account Debtor”);
(b) the shares of common stock, limited liability company interests or other equity interests which may come into the possession of Grantor and all other shares of capital stock of whatever class, now or hereafter owned or held by Grantor, together with the certificates evidencing the same, and all Financial Assets (providedas defined in the UCC) now or hereafter owned by Grantor, howeverincluding all Securities (as defined in the UCC), that Related Contracts shall not include together with any certificates evidencing the Rapid Remit Program Documentssame (collectively, the “Pledged Securities”);
(c) all rights and privileges of Grantor with respect to the Pledged Securities, all shares, securities, moneys or property representing a dividend on or proceeds of any of the Pledged Securities, or representing a distribution or return of capital upon or in respect of the Pledged Securities, or resulting from a split‑up, revision, reclassification or other like change of the Pledged Securities or otherwise receive in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities;
(d) all Intellectual Property Collateral Instruments (means any “instrument”, as such term is defined in the UCC, and shall include without limitation, promissory notes, drafts, bills of exchange, trade acceptances, letters of credit and Chattel Paper (as defined in the UCC)) of Grantor;
(e) all books, records, writings, data bases, information and other property relating to, used or useful Inventory (as defined in connection with, evidencing, embodying, incorporating or referring to, any the UCC) of the foregoing in this Section 2.1Grantor;
(f) all General Intangibles (as defined in the UCC) of Grantor including, without limitation, all warranties, rights under insurance policies, indemnification rights arising out of any Contract (as defined in the Grantor's other property and rights of every kind and description and interests therein; andUCC) to which Grantor is a party;
(g) all productsEquipment (as defined in the UCC) of Grantor;
(h) all Documents (as defined in the UCC) of Grantor, offspringincluding, rentswithout limitation, issuesall negotiable and non‑negotiable bills of lading;
(i) all material contracts (the “Contracts”) of Grantor, profitsincluding without limitation any agreement relating to the sale, returns, income and proceeds use of and from management of any and real property now or hereafter owned or leased by Grantor;
(j) all Goods (as defined in the UCC) of Grantor;
(k) all Fixtures (as defined in the foregoing Collateral UCC) of Grantor;
(including proceeds which constitute property of l) the types described in clauses (a), (b), (c), (d), (e) and (f), proceeds deposited balance from time to time in the Collateral Account and in any lock boxes bank, savings, money market or other depositary account of the Grantor, and, to the extent not otherwise included, all payments under insurance (whether now or not the Administrative Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).hereafter maintained;
Appears in 1 contract
Sources: Security Agreement (Environmental Solutions Worldwide Inc)
Grant of Security. The Grantor Borrower hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured PartiesLender, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, Lender a security interest in all of in, the followingfollowing (collectively, whether now or hereafter existing or acquired by the Grantor (the "Collateral"):
): (a) all of the Borrower's right, title and interest, whether now owned or hereafter acquired, in and to all equipment in all of its forms of the Grantorforms, wherever located, including now or hereafter existing, all fixtures and all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related accessions thereto (any and all of the foregoing such equipment, fixtures, parts and accessions being the "Equipment");
; (b) all of the Borrower's right, title and interest, whether now owned or hereafter acquired, in and to all inventory in all of its forms of the Grantorforms, wherever located, now or hereafter existing (including
, but not limited to, (i) all raw materials and work in process therefor, finished goods thereof, thereof and materials used or consumed in the manufacture or production thereof,
, (ii) all goods in which the Grantor Borrower has an interest in mass or a joint or other interest or right of any kind (including including, without limitation, goods in which the Grantor Borrower has an interest or right as consignee), and
) and (iii) all goods which that are returned to or repossessed by the GrantorBorrower), and all accessions thereto, thereto and products thereof and documents therefor (any and all such inventory, materials, goods, accessions, products and documents being the "Inventory");
; (c) all of the Borrower's right, title and interest, whether now owned or hereafter acquired, in and to all accounts, contracts, contract rights, chattel paper, documents, instruments, and deposit accounts, 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 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" (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 the Grantor;
(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 the foregoing in this Section 2.1;
(f) all of the Grantor's other property and rights of every kind and description and interests therein; and
(gi) all productsdeposit accounts of the Borrower, offspring, rents, issues, profits, returns, income and proceeds of and from any all funds held therein and all of the foregoing Collateral (including proceeds which constitute property of the types described in clauses (a)certificates and instruments, (b)if any, (c), (d), (e) and (f), proceeds deposited from time to time in the Collateral Account representing or evidencing such deposit accounts; (ii) all notes, certificates of deposit, deposit accounts, checks and in any lock boxes of the Grantor, and, other instruments from time to the extent not otherwise included, all payments under insurance (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage time hereafter delivered to or otherwise with respect possessed by the Lender for or on behalf of the Borrower in substitution for or in addition to any or all of the foregoing then existing Account Collateral).; and (iii) 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; and
Appears in 1 contract
Sources: Finance Agreement (Naturade Inc)
Grant of Security. The Grantor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, and Each Debtor hereby grants to the Administrative Agent for its benefit a continuing security interest ("Security Interest") in and the ratable benefit to all personal property and fixtures of each of the Secured Parties, a security interest in all of the followingDebtor, whether now or hereafter existing or now or hereafter acquired by the Grantor and wherever located, including all equipment, accounts, inventory and general intangibles, all as more fully described as follows (the "Collateral"):
(a) All money, cash, bank accounts, deposit accounts, goods, inventory, equipment, computer hardware and software, instruments, securities, documents, documents of title, chattel paper, accounts, accounts receivable, lease receivables and leases including but not limited to, rights to rentals thereunder and each Debtor's reversionary interest in property leased thereunder and any equity rights in leases sold to third parties, contract rights, licenses, general intangibles, copyrights, patents and patents pending, trademarks and goodwill, Trade 140 Secrets, credits, claims, demands and all equipment in all of its forms other property of the GrantorDebtors (including but not limited to leasehold improvements);
(b) All equipment, including without limitation all fixtures, machinery, equipment, molds, dies, motor vehicles, and other goods whether now owned or hereafter acquired by any Debtor, wherever located, including all replacements, substitutions and all parts thereof and all accessionsaccessions thereto, additionsas well as all of each Debtor's right, attachmentstitle and interest in and to any such goods now or hereafter held or used by any Debtor under any lease, improvementslease-purchase, substitutions conditional sales, use or other agreements under which any Debtor is entitled to the use and replacements thereto possession thereof, with any other rights and therefor and benefits flowing from such agreements, all accessories related thereto as may be used or useful in connection with each Debtor's business as now or hereafter carried on, any operations incidental to or associated with the same, or for any other purpose (any and all of the foregoing such equipment, machinery and fixtures, parts and accessions being the "Equipment");
(bc) all All inventory in all of its forms of the Grantorforms, wherever located, now or hereafter existing including
, but not limited to (i) all raw materials and work in process therefor, finished goods thereof, 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, any Debtor and all accessions thereto, thereto and products thereof and documents therefor (any and all such inventory, materials, goods, accessions, accessions and products and documents being the "Inventory");
(cd) all All accounts receivable, including without limitation accounts, contractscontracts (but only to the extent assignable without causing a Default under the Credit Agreement), contract rights, chattel paper, documents, instruments, licenses and general intangibles (other obligations of any kind whether now existing or hereafter arising, 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 without limitation all rights of the Grantor now or hereafter existing in and to all security agreements, guarantiesleases, leases and other contracts securing or otherwise relating to any such accounts, contractscontract rights, chattel paper, instruments, general intangibles or obligations (any and all such accounts, contract rights, chattel paper, documents, instruments, and general intangibles (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles obligations 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 leases, security agreements, guaranties, leases agreements 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 the Grantor;
(e) All general intangibles including without limitation, tradenames, trademarks, service marks, tax refunds, the corporate name and 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;product names; and
(f) all of the Grantor's other property and rights of every kind and description and interests therein; and
(g) all products, offspring, rents, issues, profits, returns, income All products 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), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).
Appears in 1 contract
Sources: Credit Agreement (Tweeter Home Entertainment Group Inc)
Grant of Security. The Grantor Each of the Grantors hereby assigns and ----------------- pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, Parties a security interest in all of in, the followingfollowing (collectively, whether now or hereafter existing or acquired by the Grantor (the "Collateral"):): ----------
(a) all of such Grantor's right, title and interest, whether now owned or hereafter acquired, in and to all equipment in all of its forms of the Grantorforms, wherever located, including now or hereafter existing, all fixtures and all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related accessions thereto (any and all of the foregoing such equipment, fixtures, parts and accessions 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 inventory, materials, goods, accessions, products and documents being the "Inventory");; ---------
(c) all of such Grantor's right, title and interest, whether now owned or hereafter acquired, in and to all accounts, contracts, contract rights, chattel paper, documents, instruments, and deposit accounts, general intangibles (including tax refunds) and other obligations of the Grantorany 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 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, contractscontract rights, chattel paper, instruments, deposit accounts, general intangibles or obligations (any and all such accounts, contract rights, chattel paper, documents, instruments, and deposit accounts, general intangibles and obligations, to the extent not referred to in clause (any and all such accountsd), contracts(e) or (f) below, 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 ----------- leases, security agreements, guaranties, leases agreements 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 the following (the "Security Collateral"): -------------------
(i) the Pledged Shares and the certificates representing the Pledged 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 the 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, 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 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; and
(v) all of such Grantor;'s right, title and interest in and to the membership interests in any Person 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 membership interests.
(e) all booksof such Grantor's right, records, writings, data bases, information title and other property relating to, used or useful interest in connection with, evidencing, embodying, incorporating or referring to, any and to each of the foregoing agreements listed on Schedule II, and each Hedge Agreement to which such Grantor is now or may hereafter become a party, in this Section 2.1;each case as such agreements may be amended or otherwise modified from time to time (collectively, the "Assigned -------- Agreements"), including, without limitation, (i) all rights of such Grantor to ---------- receive moneys due and 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) 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 the following (collectively, the "Account Collateral"): ------------------
(i) the Cash Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Cash Collateral Account;
(ii) 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;
(iii) all Lockbox Accounts (as hereinafter defined), all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Lockbox Accounts;
(iv) all other deposit accounts of such Grantor's , all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing such deposit accounts;
(v) 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;
(vi) 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
(vii) all interest, dividends, cash, instruments and other property and rights from time to time received, receivable or otherwise distributed in respect of every kind and description and interests thereinor in exchange for any or all of the then existing Account Collateral; and
(g) all products, offspring, rents, issues, profits, returns, income and proceeds of and from any and all of the foregoing Collateral (including including, without limitation, proceeds which that constitute property of the types described in clauses (a), (b), (c), (d), (e) and - (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes ) of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral)Collateral and (ii) cash.
Appears in 1 contract
Grant of Security. The Each Grantor hereby assigns unconditionally grants, collaterally assigns, and pledges to Agent, for the Administrative Agent for its benefit and the ratable benefit of each member of the Secured Parties, Lender Group and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Bank Product Providers, to secure the Secured PartiesObligations (whether now existing or hereafter arising), a continuing security interest (hereinafter referred to as the “Security Interest”) in all of such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter existing acquired or acquired by the Grantor arising and wherever located (the "“Collateral"”):
(a) all equipment of such Grantor’s Inventory 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 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 locatedforms, including
, without limitation, (ia) all raw materials and materials, work in process thereforprocess, finished goods thereof, and materials used or consumed in the manufacture manufacture, production, preparation or production shipping thereof,
, (iib) all goods in which the such Grantor has an interest in mass or a joint or other interest or right of any kind (including including, without limitation, goods in which the such Grantor has an interest or right as consignee), and
) and (iiic) all goods which that are returned to or repossessed or stopped in transit by the such Grantor), and all accessions thereto, thereto and products thereof and documents therefor (as such term is defined in the Code), customs receipts, and shipping documents therefor, and all software that is embedded in and is part of the inventory (any and all such inventory, materials, goods, accessions, products and documents property being the "Inventory"“Inventory Collateral”);
(cb) all accountsof such Grantor’s Accounts, contractsChattel Paper, contract rightsNegotiable Collateral, chattel paperGeneral Intangibles and other obligations of any kind, documents, instruments, and general intangibles (including tax refunds) of the Grantor, whether or not in each case arising out of or in connection with the sale or lease of goods or the rendering of servicesservices and whether or not earned by performance, and all rights of the Grantor now or hereafter existing in and to all supporting obligations and in and to all security agreements, guarantiesmortgages, leases Liens, leases, letters of credit and other contracts securing or otherwise relating to any such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles the foregoing property (any and all of such accountsAccounts, contractsChattel Paper, contract rightsNegotiable Collateral, chattel paperGeneral Intangibles and other obligations, 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)Collateral”, and any and all such supporting obligations, security agreements, guarantiesmortgages, leases Liens, leases, letters of credit and other contracts being the "“Related Contracts"”);
(c) all of the following (providedcollectively, howeverthe “Account Collateral”):
(i) all of such Grantor’s Deposit Accounts and all funds and financial assets from time to time credited thereto (including, that Related Contracts shall not include without limitation, all Cash Equivalents), all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such funds and financial assets, and all certificates and instruments, if any, from time to time representing or evidencing the Rapid Remit Program Documents)Deposit Accounts;
(ii) all of such Grantor’s certificates of deposit, Deposit Accounts, checks and other instruments from time to time delivered to or otherwise possessed by the Agent for or on behalf of such Grantor, including, without limitation, those delivered or possessed in substitution for or in addition to any or all of the then existing Account Collateral;
(iii) all of such Grantor’s collection accounts, disbursement accounts, lock-boxes, commodity accounts and Securities Accounts, including all cash, marketable securities, securities entitlements, financial assets and other funds and assets held in, on deposit in, or credited to any of the foregoing; and
(iv) all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Account Collateral;
(d) all of such Grantor’s Trademarks, Intellectual Property Collateral and Intellectual Property Licenses, in each case, pertaining to any of the GrantorCollateral;
(e) all booksof such Grantor’s Books (including, recordswithout limitation, writingscustomer lists, data basescredit files, information printouts and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, computer output materials and records) pertaining to any of the foregoing in this Section 2.1Collateral;
(f) to the extent not otherwise included in the foregoing, all substitutes, replacements and accessions to any of the Grantor's other property and rights of every kind and description and interests therein; andforegoing;
(g) all productsproceeds (as such term is defined in the Code) of, offspringcollateral for, rentsincome, issuesroyalties and other payments now or hereafter due and payable with respect to, profitsand Supporting Obligations relating to, returns, income and proceeds of and from any and all of the foregoing Collateral (including proceeds which including, without limitation, proceeds, collateral and Supporting Obligations that constitute property of the types described in clauses (a), (b), (c), (d), (e) and through (f) above and this clause (g), proceeds deposited from time to time in ) (the Collateral Account and in any lock boxes of the Grantor, “Proceeds”) and, to the extent not otherwise included, all (x) payments under insurance (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise otherwise, in each case, with respect to any of the foregoing Collateral, (y) tort claims, including, without limitation, all Commercial Tort Claims, in each case with respect to the foregoing Collateral and (z) cash with respect to the foregoing Collateral; and
(h) all of such Grantor’s Pledged Collateral. Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, the term “Collateral” shall not (and none of the terms used therein will) include:
(i) all of each Grantor’s right, title and interest in any real property, fixtures and equipment not constituting Inventory Collateral (including all vehicles and other rolling stock) of such Grantor (whether owned on the Closing Date or acquired following the Closing Date);
(ii) any permit, lease, license, contract, property rights, agreement, trademark or other Intellectual Property, to which a Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (a) the abandonment, invalidation, cancellation or unenforceability of any right, title or interest of such Grantor therein or (b) a breach or termination pursuant to the terms of, or a default under, any such permit, lease, license, contract, property rights, agreement, trademark or other Intellectual Property (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable requirement of law or principles of equity);
(iii) any Trademark or other Intellectual Property application to the extent the grant of a security interest therein would invalidate such application;
(iv) fixed or capital assets that are subject to a purchase money Lien or a Capital Lease in each case that constitutes a Permitted Lien, to the extent granting a security interest therein would be prohibited or require third party consent that cannot be obtained after use of commercially reasonable efforts;
(v) motor vehicles (or any equipment stored on or in any such motor vehicle), other goods covered by certificates of title or ownership or other rolling stock (whether or not covered by certificates of title or ownership);
(vi) cash collateral for Letters of Credit Collateralization or Hedge Obligations permitted by the Credit Agreement securing, in the case of Letters of Credit, an amount not to exceed 105% of the face amount of cash collateralized Letters of Credit for the benefit of the Grantors and, in the case of Hedge Obligations, not to exceed 105% of the amount of such Hedge Obligations;
(vii) any Equity Interests of any joint venture, partnership or other entity to the extent granting a security interest therein would constitute a default or termination under the terms of the joint venture agreement, partnership agreement, other organizational documents or other agreement of (or covering or purporting to cover the assets of) such joint venture, partnership or entity or its parent (that is not a Grantor) or result in the abandonment or invalidation of the Grantor’s or any Subsidiary of the Grantor’s interest in such joint venture, partnership or other entity;
(viii) Equity Interests in excess of 65% of all outstanding voting Equity Interests of any First-Tier Foreign Subsidiary or any Foreign Subsidiary Holdco;
(ix) Equity Interests in (a) an Immaterial Subsidiary, (b) any Foreign Subsidiary that is not a First-Tier Foreign Subsidiary, and (c) an Unrestricted Subsidiary;
(x) assets owned by a Grantor that are located outside of the United States (other than foreign Equity Interests as otherwise provided herein) to the extent a Lien on such assets cannot be created under the United States federal law or the laws of any State of the United States or the District of Columbia;
(xi) any Commercial Tort Claims or any letter of credit rights (other than Supporting Obligations constituting ABL Collateral);
(xii) proceeds (as such term is defined in the Code) and products of the foregoing to the extent they are also Excluded Assets; and
(1) Deposit Accounts specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the employees of any Grantor established and used in the ordinary course of business, including without limitation deposit and securities accounts the balance of which consists exclusively of (x) withheld income taxes and federal, state or local employment taxes in such amounts as are required to be paid to the Internal Revenue Service or state or local government agencies within the following two months with respect to employees of any Grantor, and (y) amounts required to be paid over to an employee benefit plan pursuant to DOL Reg. Sec. 2510.3-102 on behalf of or for the benefit of employees of any Grantor, (2) all segregated Deposit Accounts constituting (and the balance of which consists solely of funds set aside in connection with) tax accounts and trust accounts, (3) any Deposit Accounts or concentration accounts, the deposits in which shall not aggregate more than $2,500,000 or exceed $1,000,000 with respect to any one account for a period of five (5) consecutive Business Days, (4) any insurance trust accounts maintained in the ordinary course of business and holding only funds necessary to fund the accrued insurance obligations of any Grantor in respect of self-insured health insurance and workers’ compensation insurance, and (5) any escrow accounts required to be maintained in connection with any Permitted Investments or Permitted Dispositions; (the items of property specified in clauses (i) through (xiii) above, collectively, “Excluded Assets”) provided that, if any aforementioned asset or the proceeds thereof no longer constitute Excluded Assets, such asset shall immediately constitute Collateral, and a Lien on such asset shall immediately attach thereto.
Appears in 1 contract
Sources: Junior Lien Intercreditor Agreement (FTS International, Inc.)
Grant of Security. The Grantor hereby assigns As security for payment and pledges to the Administrative Agent for its benefit and the ratable benefit of each performance of the Secured PartiesObligations, the Borrower hereby conveys, mortgages, pledges, assigns, transfers, sets over, grants and hereby grants delivers to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, Lender a continuing security interest in all of the followingBorrower's right, whether now or hereafter existing or acquired by title and interest in and to the Grantor (the "following Collateral"):
(a) 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 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, includingwhether now owned or existing or hereafter acquired or arising:
(i) all raw materials and work in process therefor, finished goods thereof, and materials used or consumed in rights to the manufacture or production thereof,
(ii) all goods in which the Grantor has an interest in mass or a joint payment of money or other interest or right forms of consideration of any kind (including goods in which whether classified under the Grantor has an interest or right CODE 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 inventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contractspayment intangibles, contract rights, chattel paper, documentsgeneral intangibles or otherwise), including, but not limited to, accounts receivable, letters of credit and the right to receive payment thereunder, chattel paper, tax refunds, insurance proceeds, any rights under contracts not yet earned by performance and not evidenced by an instrument or chattel paper, notes, drafts, instruments, documents, acceptances and general intangibles all other debts, obligations and liabilities in whatever form from any Person, (including tax refundsii) of the Grantorall guaranties, security and liens securing payment thereof, (iii) all goods, whether now owned or not arising out of hereafter acquired, and whether sold, delivered, undelivered, in transit or in connection with returned, which may be represented by, or the sale or lease of goods which may have given rise to, any such right to payment or other debt, obligation or liability, and (iv) all proceeds of any of the rendering of servicesforegoing (the foregoing, collectively, "RECEIVABLES"), 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 accountsReceivables (the foregoing, contractscollectively "RELATED CONTRACTS");
(b) (i) all inventory, contract rights(ii) all goods intended for sale or lease or for display or demonstration, chattel paper(iii) all work in process, documents(iv) all raw materials and other materials and supplies of every nature and description used or which might be used in connection with the manufacture, instrumentspacking, shipping, advertising, selling, leasing or furnishing of goods or services or otherwise used or consumed in the conduct of business, and (v) all documents evidencing and general intangibles relating to any of the foregoing, (any the foregoing, collectively, "INVENTORY"),
(c) (i) all machinery, computer and other information technology hardware, switches, routers, servers, apparatus, equipment, motor vehicles, fittings, fixtures and other tangible personal property (other than Inventory) of every kind and description, (ii) all tangible personal property (other than Inventory) and fixtures used in the Borrower's business operations or owned by the Borrower or in which the Borrower has an interest, and (iii) all parts, accessories and special tools and all such accountsincreases and accessions thereto and substitutions and replacements therefor (the foregoing, contractscollectively, 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 ProgramEQUIPMENT"), 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 general intangibles, choses in action and causes of action and all other intangible personal property of every kind and nature (other than Receivables), including, without limitation, Intellectual Property Collateral Collateral, the domain name "CIDCO", corporate or other business records, inventions, designs, blueprints, plans, specifications, trade secrets, goodwill, computer software, customer lists, registrations, licenses, franchises, tax refund claims, reversions or any rights thereto and any other amounts payable to such Person from any benefit plan, multiemployer plan or other employee benefit plan, rights and claims against carriers and shippers, rights to indemnification, business interruption insurance and proceeds thereof, property, casualty or any similar type of insurance and any proceeds thereof, the beneficiary's interest in proceeds of insurance covering the lives of key employees and any letter of credit, guarantee, claims, security interest or other security for the payment by an account debtor of any of the Grantor;Receivables (the foregoing, collectively, "GENERAL INTANGIBLES"),
(e) any demand, time, savings, passbook, money market or like depository account, and all bookscertificates of deposit, recordsmaintained with a bank, writingssavings and loan association, data basescredit union or like organization, information and other property relating tothan an account evidenced by a certificate of deposit that is an instrument under the CODE (the foregoing, used or useful in connection withcollectively, evidencing, embodying, incorporating or referring to, any of the foregoing in this Section 2.1;"DEPOSIT ACCOUNTS"),
(f) all goods and other property, whether or not delivered, (i) the sale or lease of the Grantor's which gives or purports to give rise to any Receivable, including, but not limited to, all merchandise returned or rejected by or repossessed from customers, or (ii) securing any Receivable, including, without limitation, all rights as an unpaid vendor or lienor (including, without limitation, stoppage in transit, replevin and reclamation) with respect to such goods and other property and rights of every kind and description and interests therein; andproperties,
(g) all productsmortgages, offspringdeeds to secure debt and deeds of trust on real or personal property, rentsguaranties, issuesleases, profitssecurity agreements and other agreements and property which secure or relate to any Receivable or other Collateral or are acquired for the purpose of securing and enforcing any item thereof,
(h) all documents of title, returnsincluding bills of lading and warehouse receipts, income policies and proceeds certificates of insurance, securities, chattel paper and from any other documents and instruments,
(i) all of the foregoing Collateral (including proceeds files, correspondence, computer programs, tapes, disks and related data processing software which constitute property of the types described in clauses (a), (b), (c), (d), (e) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, and, to the extent not otherwise included, all payments under insurance (whether contain information identifying or not the Administrative Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect pertaining to any of the Collateral or any account debtor or showing the amounts thereof or payments thereon or otherwise necessary or helpful in the realization thereon or the collection thereof,
(j) all cash or property deposited with the Lender or any affiliate thereof or which the Lender is entitled to retain or otherwise possess as collateral pursuant to the provisions of this Agreement, and
(k) any and all products and cash and non-cash proceeds of the foregoing Collateral)(including, but not limited to, any claims to any items referred to in this definition and any claims against third parties for loss of, damage to or destruction of any or all of the Collateral or for proceeds payable under or unearned premiums with respect to policies of insurance) in whatever form, including, but not limited to, cash, negotiable instruments and other instruments for the payment of money, chattel paper, security agreements and other documents.
Appears in 1 contract
Sources: Security Agreement (Cidco Inc)
Grant of Security. The Grantor To induce the Lenders to make the Advances, each Credit Party hereby assigns and pledges grants to the Administrative Agent Collateral Agent, for its benefit itself and for the ratable benefit of each of the Secured Parties, as security for the full and hereby grants prompt payment when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Credit Party under the Loan Documents pursuant to the Administrative Agent foregoing (whether direct or indirect, absolute or contingent, and whether for its benefit principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise) (collectively, the "Secured Obligations"), a continuing Lien and security interest (subject only to certain Liens permitted pursuant to Section 5.02(a) and the ratable benefit of each Carve-Out) in accordance with subsections 364(c)(2) and (3) (and solely with respect to the Catawba Acre Lien, Section 364(d)) of the Secured PartiesU.S. Bankruptcy Code and having the priority set forth in the DIP Financing Orders, a security interest in and to all of the followingproperty and assets of such Credit Party and its estate, real and personal, tangible and intangible, whether now owned or hereafter existing acquired or acquired by the Grantor arising and regardless of where located (the "Collateral"):), including but not limited to:
(a) 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 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 inventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles Accounts (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 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" (provided, however, that Receivables shall not include Prescription Receivables sold to Pharmacy Fund pursuant to the Rapid Remit Program), and any and all such supporting obligations, security agreements, guarantiesmortgages, leases Liens, leases, letters of credit 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 the GrantorGeneral Intangibles;
(e) the following (the "Security Collateral"):
(i) all booksshares of stock and other Equity Interests from time to time owned or acquired by such Credit Party in any manner (such shares and other Equity Interests being the "Pledged Equity"), recordsand the certificates, writingsif any, data basesrepresenting such additional shares or other Equity Interests, information and all dividends, distributions, return of capital, cash, instruments and other property relating tofrom time to time received, used receivable or useful otherwise distributed in connection withrespect of or in exchange for any or all of such shares or other Equity Interests and all subscription warrants, evidencingrights or options issued thereon or with respect thereto;
(ii) all indebtedness from time to time owed to such Credit Party (such indebtedness being the "Pledged Debt") and the instruments, embodyingif any, incorporating evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or referring tootherwise distributed in respect of or in exchange for any or all of such indebtedness;
(iii) all other investment property (including, without limitation, all (A) securities, whether certificated or uncertificated, (B) security entitlements, (C) securities accounts, (D) commodity contracts and (E) commodity accounts) in which such Credit Party has now, or acquires from time to time hereafter, any right, title or interest in any manner, and the certificates or instruments, if any, representing or evidencing such investment property, and all dividends, distributions, return of capital, interest, distributions, value, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such investment property and all subscription warrants, rights or options issued thereon or with respect thereto (the foregoing "Pledged Investment Property"); and
(iv) all securities, securities accounts, futures accounts, futures contracts or financial assets (each as defined in this Section 2.1the Securities Transfer Act (Ontario));
(f) the following (collectively, the "Account Collateral"):
(i) all deposit and other bank accounts and all funds and financial assets from time to time credited thereto (including, without limitation, all Cash Equivalents), all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Grantor's such funds and financial assets, and all certificates and instruments, if any, from time to time representing or evidencing such accounts;
(ii) all promissory notes, certificates of deposit, deposit accounts, checks and other property and rights of every kind and description and interests thereininstruments; and
(iii) all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Account Collateral;
(g) the following (collectively, the "Intellectual Property"):
(i) all productspatents, offspringpatent applications, rentsutility models and statutory invention registrations, issuesall inventions claimed or disclosed therein and all improvements thereto ("Patents");
(ii) all trademarks, profitsservice marks, returnsdomain names, income trade dress, distinguishing guises, 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 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 and otherwise enuring thereto ("Trademarks");
(iii) all copyrights, including, without limitation, copyrights in Computer Software, internet web sites and the content thereof, whether registered or unregistered ("Copyrights");
(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, 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, mask works and integrated circuit topography;
(vi) all registrations and applications for registration for any of the foregoing, together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;
(vii) all tangible embodiments of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Credit Party accruing thereunder or pertaining thereto;
(viii) all agreements, permits, consents, orders and franchises relating to the license, development, use or disclosure of any of the foregoing to which such Credit Party, now or hereafter, is a party or a beneficiary; and
(ix) any 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 sxx for and collect, or otherwise recover, such damages;
(h) all of the right, title and interest of the Credit Parties in all real property the title to which is held by the Credit Parties, or the possession of which is held by the Credit Parties pursuant to leasehold interest, and in all such leasehold interests, together in each case with all of the right, title and interest of the Credit Parties in and to all buildings, improvements, and fixtures related thereto, any lease or sublease thereof, all general intangibles relating thereto and all proceeds thereof (collectively, the "Real Property Collateral");
(i) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Credit Party pertaining to any of the Collateral; and
(j) all proceeds of, collateral for, income, royalties and from other payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the foregoing Collateral (including proceeds which including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in clauses (a) through (i) of this Section 9.01 and this clause (j), (b), (c), (d), (e) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, and, to the extent not otherwise included, all (A) payments under insurance (whether or not the Administrative any Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral), (B) tort claims, including, without limitation, all commercial tort claims and (C) cash; provided, that notwithstanding anything to the contrary contained in clauses (a) through (j) above, the security interest created by this Agreement shall not extend to, and the term "Collateral" shall not include, any Excluded Property.
Appears in 1 contract
Grant of Security. The Each Grantor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Agent Collateral Agent, for its benefit and the ratable benefit of each of the Secured Parties, a security interest in all of such 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 acquired by arising (collectively, the Grantor (the "“Collateral"”):
(a) all equipment in all of its forms of the Grantorforms, wherever locatedincluding, including without limitation, all machinery, tools, motor vehicles, vessels, aircraft, furniture and fixtures, and all parts thereof and all accessionsaccessions thereto, additionsincluding, attachmentswithout limitation, improvements, substitutions computer programs and replacements thereto and therefor and all accessories related thereto supporting information that constitute equipment within the meaning of the UCC (any and all of the foregoing such property being the "“Equipment"”);
(b) all inventory in all of its forms of the Grantor, wherever locatedforms, including
, without limitation, (i) all raw materials and materials, work in process thereforprocess, finished goods thereof, and materials used or consumed in the manufacture manufacture, production, preparation or production shipping thereof,
, (ii) all goods in which the such Grantor has an interest in mass or a joint or other interest or right of any kind (including including, without limitation, goods in which the such Grantor has an interest or right as consignee), and
) and (iii) all goods which that are returned to or repossessed or stopped in transit by the such Grantor), and all accessions thereto, thereto and products thereof and documents therefor therefor, including, without limitation, computer programs and supporting information that constitute inventory within the meaning of the UCC (any and all such inventory, materials, goods, accessions, products and documents property being the "“Inventory"”);
(c) all accounts, contractschattel paper (including, contract without limitation, tangible chattel paper and electronic chattel paper), instruments (including, without limitation, promissory notes), deposit accounts, letter-of-credit rights, chattel paper, documents, instruments, and general intangibles (including tax refundsincluding, without limitation, payment intangibles) and other obligations of the Grantorany kind, whether or not arising out of or in connection with the sale or lease of goods or the rendering of servicesservices and whether or not earned by performance, and all rights of the Grantor now or hereafter existing in and to all supporting obligations and in and to all security agreements, guarantiesmortgages, leases Liens, leases, letters of credit and other contracts securing or otherwise relating to the foregoing property (any and all of such accounts, contracts, contract rights, chattel paper, documents, instruments, and deposit accounts, letter-of-credit rights, general intangibles and other obligations, to the extent not referred to in clause (any and all such accountsd), contracts(e) or (f) below, 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 supporting obligations, security agreements, guarantiesmortgages, leases Liens, leases, letters of credit and other contracts being the "“Related Contracts") (provided, however, that Related Contracts shall not include the Rapid Remit Program Documents”);
(d) the following (the “Security Collateral”):
(i) the Initial Pledged Equity and the certificates, if any, representing the Initial Pledged Equity, and all Intellectual Property Collateral 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 the GrantorInitial SFDOCS01/3132532Midway – Security Agreement
(ii) the Initial Pledged Debt and the instruments, if any, evidencing the Initial 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 Initial Pledged Debt;
(iii) all additional shares of stock and other Equity Interests from time to time acquired by such Grantor in any manner (such shares and other Equity Interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any, representing such additional shares 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;
(iv) all additional indebtedness from time to time owed to such Grantor (such indebtedness, together with the Initial Pledged Debt, being the “Pledged Debt”) and the instruments, 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 such indebtedness; and
(v) all other investment property (including, without limitation, all (A) securities, whether certificated or uncertificated, (B) security entitlements, (C) securities accounts, (D) commodity contracts and (E) commodity accounts) in which such Grantor has now, or acquires from time to time hereafter, any right, title or interest in any manner, and the certificates or instruments, if any, representing or evidencing such investment property, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such investment property and all warrants, rights or options issued thereon or with respect thereto;
(e) each of the material contracts, including the Material Project Agreements and each Hedge Agreement and excluding any contracts that constitute Excluded Assets, to which such Grantor is now or may hereafter become a party, in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the “Assigned Agreements”), including, without limitation, (i) all booksrights of such Grantor to receive moneys due and to become due under or pursuant to the Assigned Agreements, records(ii) all rights of such Grantor to receive proceeds of any insurance, writingsindemnity, data baseswarranty or guaranty with respect to the Assigned Agreements, information (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”); SFDOCS01/3132533Midway – Security Agreement
(f) the following (collectively, the “Account Collateral”):
(i) the Pledged Deposit Accounts and all other deposit accounts of the Borrower (other than Excluded Assets) and all funds and financial assets from time to time credited thereto (including, without limitation, all Cash Equivalents), and all certificates and instruments, if any, from time to time representing or evidencing the Pledged Deposit Accounts;
(ii) all promissory notes, certificates of deposit, checks and other instruments from time to time delivered to or otherwise possessed by the Collateral 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
(iii) the Supplier Metal Account and the External Metal Account (each, as defined in the Refining Agreement);
(iv) all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Account Collateral;
(g) 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 registered or unregistered (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, including, without limitation, copyrights in Computer Software (as hereinafter defined), internet web sites and the content thereof, whether registered or unregistered (“Copyrights”);
(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 tothereto, used or useful in connection withtogether with any and all maintenance rights, evidencingservice rights, embodyingprogramming rights, incorporating or referring tohosting 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 in this Section 2.1(“Computer Software”); SFDOCS01/3132534Midway – Security Agreement
(v) 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 (collectively, “Trade Secrets”), and all other intellectual, industrial and intangible property of any type, including, without limitation, industrial designs and mask works;
(fvi) all registrations and applications for registration for any of the Grantor's foregoing, including, without limitation, those registrations and applications for registration set forth in Schedule III hereto, together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;
(vii) all tangible embodiments of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other property and rights of every any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;
(viii) all agreements, permits, consents, orders and description and interests thereinfranchises relating to the license, development, use or disclosure of any of the foregoing to which such Grantor, now or hereafter, is a party or a beneficiary, including, without limitation, the agreements set forth in Schedule III hereto (“IP Agreements”); and
(gix) any 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 xxx for and collect, or otherwise recover, such damages;
(h) the commercial tort claims described in Schedule IV hereto (together with any commercial tort claims as to which the Grantors have complied with the requirements of Section 17, the “Commercial Tort Claims Collateral”);
(i) all productsbooks and records (including, offspringwithout limitation, rentscustomer lists, issuescredit files, profitsprintouts and other computer output materials and records) of such Grantor pertaining to any of the Collateral; and
(j) all proceeds of, returnscollateral for, income income, royalties and proceeds of other payments now or hereafter due and from payable with respect to, and supporting obligations relating to, any and all of the foregoing Collateral (including proceeds which including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in clauses (a), ) through (b), (c), (d), (ei) and (f), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, this Section 1) and, to the extent not otherwise included, all (A) payments under insurance (whether or not the Administrative Collateral Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral)., and (B) cash. SFDOCS01/3132535Midway – Security Agreement
Appears in 1 contract
Grant of Security. The Grantor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Lender Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, Lender Parties a security interest in in, all of the followingGrantor's right, title and interest in, to and under the following property, whether now or hereafter existing or acquired by the Grantor (the "Collateral"):
(a) all equipment in all of its forms of the Grantor, wherever located, including Rolling Stock (but excluding motor vehicles, trucks and trailers), and 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 merchandise, goods and other personal property which are held for sale or lease, all raw materials and work in process therefortherefor (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 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 inventory, 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, including ownership rights of the inventory owned by 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" (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 the Grantor;
(e) all books, records, writings, data bases, information and other property of the Grantor relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, to any of the foregoing in this Section 2.1;
(f) all of the Grantor'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 lock boxes of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).
Appears in 1 contract
Grant of Security. The Each Grantor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, a security interest in all of the following, whether now or hereafter existing or acquired by the such Grantor (the "Collateral"):
(a) all equipment in all of its forms of the such Grantor, 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 such 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 such Grantor has an interest in mass or a joint or other interest or right of any kind (including goods in which the such Grantor has an interest or right as consignee), and
(iii) all goods which are returned to or repossessed by the 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 (including tax refunds) of the such 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 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" (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 the such Grantor;
(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 the foregoing in this Section 2.1;
(f) all of the Grantor'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), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).
Appears in 1 contract
Sources: Credit Agreement (Dri I Inc)
Grant of Security. The Each Grantor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Agent Collateral Agent, for its benefit and the ratable benefit of each of the Secured Parties, a security interest in all of such 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 acquired by arising (collectively, the Grantor (the "“Collateral"”):
(a) all equipment in all of its forms of the Grantorforms, wherever locatedincluding, including without limitation, all machinery, tools, motor vehicles, vessels, aircraft, furniture and fixtures, and all parts thereof and all accessionsaccessions thereto, additionsincluding, attachmentswithout limitation, improvements, substitutions computer programs and replacements thereto and therefor and all accessories related thereto supporting information that constitute equipment within the meaning of the UCC (any and all of the foregoing such property being the "“Equipment"”);
(b) all inventory in all of its forms of the Grantor, wherever locatedforms, including
, without limitation, (i) all raw materials and materials, work in process thereforprocess, finished goods thereof, and materials used or consumed in the manufacture manufacture, production, preparation or production shipping thereof,
, (ii) all goods in which the such Grantor has an interest in mass or a joint or other interest or right of any kind (including including, without limitation, goods in which the such Grantor has an interest or right as consignee), and
) and (iii) all goods which that are returned to or repossessed or stopped in transit by the such Grantor), and all accessions thereto, thereto and products thereof and documents therefor therefor, including, without limitation, computer programs and supporting information that constitute inventory within the meaning of the UCC (any and all such inventory, materials, goods, accessions, products and documents property being the "“Inventory"”);
(c) all accounts, contractschattel paper (including, contract without limitation, tangible chattel paper and electronic chattel paper), instruments (including, without limitation, promissory notes), deposit accounts, letter-of-credit rights, chattel paper, documents, instruments, and general intangibles (including tax refundsincluding, without limitation, payment intangibles) and other obligations of the Grantorany kind, whether or not arising out of or in connection with the sale or lease of goods or the rendering of servicesservices and whether or not earned by performance, and all rights of the Grantor now or hereafter existing in and to all supporting obligations and in and to all security agreements, guarantiesmortgages, leases Liens, leases, letters of credit and other contracts securing or otherwise relating to the foregoing property (any and all of such accounts, contracts, contract rights, chattel paper, documents, instruments, and deposit accounts, letter-of-credit rights, general intangibles (any and all such accountsother obligations, 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 extent not include the Rapid Remit Program Documents);
(d) all Intellectual Property Collateral of the Grantor;
(e) all books, records, writings, data bases, information and other property relating to, used or useful referred to in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing in this Section 2.1;
(f) all of the Grantor'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), clause (d), (e) and or (f) below, being the “Receivables,” 2Midway – Security Agreement and any and all such supporting obligations, security agreements, mortgages, Liens, leases, letters of credit and other contracts being the “Related Contracts”);
(d) the following (the “Security Collateral”):
(i) the Initial Pledged Equity and the certificates, proceeds deposited if any, representing the Initial Pledged Equity, 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 the Initial Pledged Equity and all warrants, rights or options issued thereon or with respect thereto;
(ii) the Initial Pledged Debt and the instruments, if any, evidencing the Initial 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 Initial Pledged Debt;
(iii) all additional shares of stock and other Equity Interests from time to time acquired by such Grantor in any manner (such shares and other Equity Interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any, representing such additional shares 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;
(iv) all additional indebtedness from time to time owed to such Grantor (such indebtedness, together with the Initial Pledged Debt, being the “Pledged Debt”) and the instruments, 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 such indebtedness; and
(v) all other investment property (including, without limitation, all (A) securities, whether certificated or uncertificated, (B) security entitlements, (C) securities accounts, (D) commodity contracts and (E) commodity accounts) in which such Grantor has now, or acquires from time to time hereafter, any right, title or interest in any manner, and the certificates or instruments, if any, representing or evidencing such investment property, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such investment property and all warrants, rights or options issued thereon or with respect thereto;
(e) each of the material contracts, including the Material Project Agreements and excluding any contracts that constitute Excluded Assets, to which such Grantor is now or may hereafter become a party, in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the “Assigned Agreements”), 3Midway – Security Agreement including, without limitation, (i) all rights of such Grantor to receive moneys due and 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) 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) the following (collectively, the “Account Collateral”):
(i) the Pledged Deposit Accounts and all other deposit accounts of the Borrower (other than Excluded Assets) and all funds and financial assets from time to time credited thereto (including, without limitation, all Cash Equivalents), and all certificates and instruments, if any, from time to time representing or evidencing the Pledged Deposit Accounts;
(ii) all promissory notes, certificates of deposit, checks and other instruments from time to time delivered to or otherwise possessed by the Collateral 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
(iii) the Supplier Metal Account and the External Metal Account (each, as defined in the Collateral Account Refining Agreement);
(iv) all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any lock boxes or all of the Grantorthen existing Account Collateral;
(g) the following (collectively, andthe “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 registered or unregistered (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent not otherwise includedthat, 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, including, without limitation, copyrights in Computer Software (as hereinafter defined), internet web sites and the content thereof, whether registered or unregistered (“Copyrights”); 4Midway – Security Agreement
(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, 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, without limitation, those registrations and applications for registration set forth in Schedule III hereto, together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;
(vii) all tangible embodiments of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;
(viii) all agreements, permits, consents, orders and franchises relating to the license, development, use or disclosure of any of the foregoing to which such Grantor, now or hereafter, is a party or a beneficiary, including, without limitation, the agreements set forth in Schedule III hereto (“IP Agreements”); and
(ix) any 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 xxx for and collect, or otherwise recover, such damages;
(h) the commercial tort claims described in Schedule IV hereto (together with any commercial tort claims as to which the Grantors have complied with the requirements of Section 17, the “Commercial 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 pertaining to any of the Collateral; and
(j) all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the 5Midway – Security Agreement
(A) payments under insurance (whether or not the Administrative Collateral Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral), and (B) cash.
Appears in 1 contract
Grant of Security. The Each Grantor hereby assigns and pledges to the Administrative Agent Collateral Agent, for its benefit and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Agent Collateral Agent, for its benefit and the ratable benefit of each of the Secured Parties, a security interest in all of the following, whether now or hereafter existing or acquired by the such Grantor (the "Collateral"):
(a) all pipelines, valves, pipes, pumps and equipment in all of its forms of the such Grantor, 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 inventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (excluding any of the foregoing arising out of or relating to inventory or accounts receivable but including tax refunds) of the such 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 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" (provided, however, that Receivables shall not include Prescription Receivables sold to Pharmacy Fund pursuant to the Rapid Remit Program)Contracts", 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);
(dc) all Intellectual Property Collateral of the such Grantor;
(ed) 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;
(fe) all of the such Grantor's other property and rights of every kind and description and interests thereintherein (other than inventory, accounts receivable or any other property or rights arising out of or relating to any inventory or accounts receivable); and
(gf) 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 (fe), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the such Grantor, and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative Collateral Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).
Appears in 1 contract
Grant of Security. The Grantor hereby assigns assigns, conveys, transfers, delivers and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Partiespledges, and hereby grants grants, to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, Party a continuing first priority perfected security interest in and first general lien upon (collectively, the “Pledge”), all of Grantors’ right, title and interest in and to any of the following: (collectively, the “Collateral”):
(a) all tangible and intangible assets of Secured Party, including without limitation all intellectual property assets (including licenses), inventory and other physical assets, accounts receivable, cash and customer accounts, whether now owned or hereafter acquired, whether now or hereafter existing or acquired by (collectively, the Grantor (the "Collateral"):
(a) 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 and all accessories related thereto (any and all of the foregoing being the "Equipment"“Assets”);
(bi) all inventory in all of its forms the right to xxx or otherwise recover for any misappropriation of the GrantorAssets or any rights or interests therein, 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 income, royalties, damages and other payments now and hereafter due and/or payable with respect to the Assets (including, without limitation, payments under all licenses entered into 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)connection therewith, and
and damages and payments for past and future infringements thereof) and (iii) all goods which are returned rights corresponding to or repossessed by the GrantorAssets throughout the world and all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all accessions thereto, products thereof and documents therefor (any improvements thereon and all such inventory, materials, goods, accessions, products and documents being the "Inventory")other rights of any kind whatsoever of Grantor accruing thereunder or pertaining thereto;
(c) all accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (including tax refunds) of the Grantor, whether license agreements with any other person or not arising out of or entity in connection with the sale or lease of goods or the rendering of services, and all rights any 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" (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);Assets; and
(d) all Intellectual Property Collateral proceeds of the Grantor;
(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 the foregoing in this Section 2.1;
(f) all of the Grantor'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), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral)foregoing.
Appears in 1 contract
Sources: Security Agreement (Findex Com Inc)
Grant of Security. The Grantor Borrower hereby assigns assigns, conveys, pledges, grants and pledges transfers to the Administrative Agent for its benefit Secured Party, a lien on and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, a security interest in in, all of the followingBorrower's right, title and interest in and to the following personal property and assets of the Borrower, whether now owned or hereafter existing acquired, now or acquired by hereafter existing, wherever located, excluding the Grantor Excluded Property (defined below) (collectively, the "Collateral"):
(a1) all equipment in all of its forms of All goods, now owned or hereafter acquired by the Grantor, Borrower and wherever located, including all parts thereof and all accessionswhich are held for sale or lease or are to be furnished under any contract of service or which are leased or so furnished or which are raw materials, 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 thereforprocess, finished goods thereof, and or materials used or consumed in the manufacture business of the Borrower, including, without limitation, all "inventory" (as such term is defined in the Uniform Commercial Code (or production thereof,
(iiany successor statute) all goods of the State of New York or of any other state the laws of which are required by Section 9-301, Section 9-304 and Section 9-306 of the Uniform Commercial Code of the State of New York to be applied in which connection with the Grantor has an perfection of a security interest in mass favor of the Secured Party under this Agreement or a joint any other loan document (the "Code")) and goods the sale or other interest or right disposition of any kind which has given rise to Receivables (including goods in as defined below) and which the Grantor has an interest or right as consignee), and
(iii) all goods which are have been returned to or repossessed or stopped in transit by the GrantorBorrower, and all accessions thereto, thereto and products thereof and documents therefor (any and all such inventory, materials, goods, accessions, products and documents being the "Inventory");
(c2) All of the following (collectively, the "Account Collateral"): all deposit accounts (general or special) with, and all other rights and claims now or hereafter existing against, all financial institutions, in each case, together with all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts; all collateral investments from time to time and all certificates and instruments, if any, from time to time representing or evidencing the collateral investments; and all notes, certificates of deposit, deposit accounts, contractschecks and other instruments from time to time hereafter delivered to or otherwise possessed by the Secured Party for or on behalf of the Borrower in substitution for or in addition to any or all of the then existing Account Collateral; and 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;
(3) All cash, accounts (including, without limitation, any "account" as such term is defined in the Code), accounts receivable, other receivables, letters of credit, contract rightsrights (including, but not limited to, all rights of the Borrower to receive moneys due and to become due under or pursuant to such accounts, accounts receivable, other receivables, letters of credit and contract rights and all of the Borrower's rights to terminate, and to perform, compel performance and otherwise exercise all remedies under, such accounts, accounts receivable, other receivables, letters of credit and contract rights (including, without limitation, unpaid seller's rights of rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods)) , chattel paper, instruments, documents, instrumentsnotes and other obligations of any kind (in each case excluding the Excluded Property), and general intangibles (including tax refunds) of the Grantornow 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 of the Grantor now or hereafter existing in and to all mortgages, deeds of trust, security agreements, guaranties, leases and other contracts (including, but not limited to, any amendments, supplements, modifications, renewals, extensions, replacements and substitutions thereto) securing or otherwise relating to any such cash, accounts, contractsaccounts receivable, other receivables, letters of credit, contract rights, chattel paper, instruments, documents, notes or other obligations (any and all such cash, accounts, accounts receivable, other receivables, letters of credit, contract rights, chattel paper, documents, instrumentsnotes, instruments and general intangibles (obligations being the "Receivables", any and all such accountsmortgages, contractsdeeds of trust, contract rightsleases, 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 agreements and other contracts being the "Related Contracts") (provided; and any Person who is or may become obligated to the Borrower under, howeverwith respect to, that Related Contracts shall not include the Rapid Remit Program Documentsor on account of, any Receivable being an "Account Debtor");
(d) all Intellectual Property Collateral of the Grantor;
(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 the foregoing in this Section 2.1;
(f) all of the Grantor'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), proceeds deposited from time to time in the Collateral Account and in any lock boxes of the Grantor, 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, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral).
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Sources: Security Agreement (Ampex Corp /De/)