Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender of the Obligations, each Co-Borrower hereby grants to Agent for the benefit of itself and each Lender a continuing Lien upon all of such Co-Borrower’s assets, including all of the following Property and interests in Property of such Co-Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located: (i) Accounts; (ii) Certificated Securities; (iii) Chattel Paper; (iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing; (v) Contract Rights; (vi) Deposit Accounts; (vii) Documents; (viii) Equipment; (ix) Financial Assets; (x) Fixtures; (xi) General Intangibles, including Payment Intangibles and Software; (xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor; (xiii) Instruments; (xiv) Intellectual Property; (xv) Inventory; (xvi) Investment Property; (xvii) money (of every jurisdiction whatsoever); (xviii) Letter-of-Credit Rights; (xix) Payment Intangibles; (xx) Security Entitlements; (xxi) Software; (xxii) Supporting Obligations; (xxiii) Uncertificated Securities; and (xxiv) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing.
Appears in 2 contracts
Sources: Loan and Security Agreement (Pw Eagle Inc), Loan and Security Agreement (Pw Eagle Inc)
Security Interest in Collateral. To secure As security for the prompt payment and performance to Agent and each Lender of the ObligationsLiabilities, each Co-the Bank shall have, and the Borrower does hereby grants grant to Agent for the benefit of itself and each Lender Bank, a continuing Lien upon security interest in the following Collateral:
(a) All Accounts, Deposit Accounts, General Intangibles, Documents, Instruments, Investment Property, Chattel Paper and any other similar rights of the Borrower however created or evidenced, whether now existing or hereafter owned, acquired, created, used, or arising, specifically including, without limitation, claims, leases, agreements, license agreements, licensing fees, royalties, policies, credit insurance, guaranties, letters of credit, advices of credit, binders or certificates of insurance, deposits, documents of title, securities, security interests, licenses, goodwill, tax refunds (federal, state or local), customer lists, franchises, franchise rights, drawings, designs, marketing rights, computer programs, artwork, databases and other like business property rights, all applications to acquire such rights, for which application may at any time be made by the Borrower, together with any and all books and records pertaining thereto and any right, title or interest in any Inventory which gave rise to an Account, and all Intellectual Property throughout the world;
(b) All Inventory, whether now existing or hereafter acquired and wherever located, specifically including, without limitation, all merchandise, personal property, raw materials, work in process, finished Goods, materials and supplies of every nature usable or useful in connection with the manufacturing, packing, shipping, advertising, selling, leasing or furnishing of any of such Co-Borrower’s assets, including Inventory and all materials of the following Property Borrower used or consumed or to be used or consumed in the Borrower's business, together with any and interests in Property all books and records pertaining thereto;
(c) All Equipment, Fixtures, Goods and all other tangible personal property of such Co-Borrowerthe Borrower of every kind or nature, whether now owned or existing or hereafter createdacquired, acquired or arising wherever located, specifically including, without limitation, all machinery, trucks, boats, barges, on and wheresoever located:off the road vehicles, forklifts, tools, dies, jigs, presses, appliances, implements, improvements, accessories, attachments, parts, components, partitions, systems, carpeting, draperies and apparatus;
(d) All products and Proceeds of each of the foregoing, specifically including, without limitation, (i) Accounts;
any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to the Borrower from time to time, (ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions payments of any form whatsoever made or due and payable to the Borrower from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the foregoing;
foregoing by any Governmental Authority or any Person acting under color of Governmental Authority, (v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiviii) to the extent not included in of the foregoingvalue of Collateral, claims arising out of the loss, nonconformity, or interference with the use of, defects or infringement of rights in, or damage to, the Collateral, (iv) any Stock Rights, and (v) any and all other personal property of any kind amounts from time to time paid or description; together with all books, records, writings, data bases, information and other property relating to, used payable under or useful in connection with, or evidencing, embodying, incorporating or referring to with any of the foregoing, whether or not in lieu thereof;
(e) All renewals, extensions, replacements, modifications, additions, improvements, accretions, accessions, betterments, substitutions, replacements, annexations, tools, accessories, parts and all Proceedsthe like now in, productsattached to or which may hereafter at any time be placed in or added to any Collateral, offspringwhether or not of like kind; and
(f) All rights, rentsremedies, issues, profits claims and returns of and from any demands under or in connection with each of the foregoing.
Appears in 2 contracts
Sources: General Security Agreement (Amcast Industrial Corp), Credit Agreement (Obsidian Enterprises Inc)
Security Interest in Collateral. To secure the prompt payment The Grantor hereby pledges, assigns and performance to Agent and each Lender of the Obligations, each Co-Borrower hereby grants to Agent the Collateral Agent, for itself and for the benefit of itself the other Agents and each Lender the Lenders, a continuing Lien upon security interest in all of such Co-Borrower’s assetsits right, including title and interest in, to and under all of the following Property and interests in Property of such Co-Borrowerits personal property, whether now owned by or existing owing to, or hereafter created, acquired by or arising in favor of the Grantor (including under any trade name or derivations thereof), and wheresoever locatedwhether owned or consigned by or to, or leased from or to, the Grantor, and regardless of where located (all of which will be collectively referred to as the "COLLATERAL"), including:
(i) all Accounts;
(ii) Certificated Securitiesall Chattel Paper;
(iii) Chattel Paperall Grantor's Books;
(iv) all Equipment;
(v) all Computer Hardware and Software and all rights with respect thereto, including, including any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accountsall Fixtures;
(vii) Documentsall General Intangibles;
(viii) Equipmentall Goods;
(ix) Financial Assetsall Instruments;
(x) Fixturesall Inventory;
(xi) General Intangibles, including Payment Intangibles and Softwareall Investment Property;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money cash or cash equivalents (of every jurisdiction whatsoever);
(xviiixiii) all letters of credit, Letter-of-Credit RightsRights and any and all Supporting Obligations in respect thereof;
(xixxiv) Payment Intangiblesall Deposit Accounts with any bank or other financial institution;
(xxxv) Security Entitlementsall Commercial Tort Claims;
(xxixvi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securitiesall Intellectual Property Rights; and
(xxivxvii) to the extent not included in and all accessions to, substitutions for and replacements, proceeds (including Stock Rights), insurance proceeds (including insurance proceeds from executive life insurance policies) and products of the foregoing, all other personal property of any kind or description; together with all books, books and records, writingscustomer lists, data basescredit files, information computer files, programs, printouts and other property computer materials and records related thereto and any General Intangibles at any time evidencing or relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, ; to secure the prompt and all Proceeds, products, offspring, rents, issues, profits complete payment and returns of and from any performance of the foregoingSecured Obligations; PROVIDED, HOWEVER, that the Collateral shall not include any Exempt Deposit Accounts.
Appears in 2 contracts
Sources: Senior Secured Credit Agreement (Overhill Farms Inc), Pledge and Security Agreement (Overhill Farms Inc)
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender the Credit Parties of the Obligations, each Co-Borrower Loan Party hereby grants to Agent the Agent, for the ratable benefit of itself and each Lender the Credit Parties, a continuing Lien upon all of such Co-BorrowerLoan Party’s assets, including all of the following Property property and interests in Property property of such Co-BorrowerLoan Party (but, for the avoidance of doubt, expressly excluding the Excluded Assets and the Excluded Deposit Accounts), whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(ia) all Accounts;
(iib) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect theretoGoods, including, any and without limitation, 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;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods Equipment (including all of its EquipmentRolling Stock), Fixtures and Inventory;
(c) all Chattel Paper (whether tangible or electronic);
(d) the Commercial Tort Claims specified on Schedule 4.01;
(e) all Deposit Accounts, all cash, and all accessions, additions, attachments, improvements, substitutions and replacements other property from time to time deposited therein or otherwise credited thereto and thereforthe monies and property in the possession or under the control of the Agent, on behalf of the Credit Parties, or any affiliate, representative, agent or correspondent of the Lender;
(xiiif) Instrumentsall Documents
(g) all General Intangibles (including, without limitation, all Payment Intangibles, Intellectual Property and Licenses);
(xivh) Intellectual Propertyall Instruments (including, without limitation, Promissory Notes);
(xvi) Inventory;
(xvi) all Investment Property;
(xviij) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit all Letter‑of‑Credit Rights;
(xixk) Payment Intangiblesall Pledged Interests;
(xxl) Security Entitlements;
(xxi) Software;
(xxii) all Supporting Obligations;
(xxiiim) Uncertificated Securities; andall refunds for Taxes,
(xxivn) to the extent not included in the foregoing, all other tangible and intangible personal property of any kind such Loan Party (whether or description; together with not subject to the UCC or PPSA), including, without limitation, all books, records, writings, data bases, information bank and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, accounts and all Proceedscash and all investments therein, all proceeds, products, offspring, accessions, rents, issuesprofits, profits income, benefits, substitutions and returns replacements of and from to any of the foregoingproperty of such Loan Party described in the preceding clauses of this Section 4.01 hereof (including, without limitation, any Insurance Proceeds thereon and all causes of action, claims and warranties now or hereafter held by such Loan Party in respect of any of the items listed above), and all books, correspondence, files and other Records including, without limitation, all tapes, disks, cards, Software, data and computer programs in the possession or under the control of such Loan Party or any other Person from time to time acting for such Loan Party that at any time evidence or contain information relating to any of the property described in the preceding clauses of this Section 4.01 hereof or are otherwise necessary or helpful in the collection or realization thereof; and
(o) all Proceeds, including all Cash Proceeds and Noncash Proceeds, and products of any and all of the foregoing Collateral;
(I) in each case howsoever such Loan Party’s interest therein may arise or appear (whether by ownership, security interest, claim or otherwise).
(II) Notwithstanding anything herein to the contrary, for the avoidance of doubt, the term “Collateral” shall not include, and no Loan Party is pledging, nor granting a security interest hereunder in, any Excluded Assets and the Excluded Deposit Accounts.
Appears in 1 contract
Sources: Second Lien Credit and Security Agreement (Katy Industries Inc)
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender of the Obligations, each Co-Borrower hereby grants to Agent for the benefit of itself and each Lender a continuing Lien upon all of such Co-Borrower’s assets, including all of the following Property and interests in Property of such Co-Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities;
(xxiv) Electronic Chattel Paper; and
(xxivxxv) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided that to the extent that the provisions of any lease or license of Computer Hardware and Software or Intellectual Property expressly prohibit (which prohibition is enforceable under applicable law) any assignment thereof, and the grant of a security interest therein, Lender will not enforce its security interest in Borrower’s rights under such lease or license (other than in respect of the Proceeds thereof) for so long as such prohibition continues, it being understood that upon request of Lender, Borrower will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of Lender (and to Lender’s enforcement of such security interest) in such Lender’s rights under such lease or license.
Appears in 1 contract
Sources: Loan and Security Agreement (Allied Healthcare Products Inc)
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each the Lender of the Obligations, each Co-Borrower Loan Party hereby grants to Agent (for the benefit of itself and each Lender on behalf of the Credit Parties) a continuing Lien upon all of such Co-Borrower’s Loan Party's assets, including all of the following Property property and interests in Property property of such Co-BorrowerLoan Party (but, for the avoidance of doubt, expressly excluding the Excluded Assets and the Excluded Deposit Accounts), whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(ia) all Accounts;
(iib) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect theretoGoods, including, any and without limitation, 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;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods Equipment (including all of its EquipmentRolling Stock), Fixtures and Inventory;
(c) all Chattel Paper (whether tangible or electronic);
(d) the Commercial Tort Claims specified on Schedule 4.01;
(e) all Deposit Accounts, all cash, and all accessions, additions, attachments, improvements, substitutions and replacements other property from time to time deposited therein or otherwise credited thereto and thereforthe monies and property in the possession or under the control of Agent or any affiliate, representative, agent or correspondent of Agent;
(xiiif) Instrumentsall Documents
(g) all General Intangibles (including, without limitation, all Payment Intangibles, Intellectual Property and Licenses);
(xivh) Intellectual Propertyall Instruments (including, without limitation, Promissory Notes);
(xvi) Inventory;
(xvi) all Investment Property;
(xviij) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit all Letter‑of‑Credit Rights;
(xixk) Payment Intangiblesall Pledged Interests;
(xxl) Security Entitlements;
(xxi) Software;
(xxii) all Supporting Obligations;
(xxiiim) Uncertificated Securities; andall refunds for Taxes,
(xxivn) to the extent not included in the foregoing, all other tangible and intangible personal property of any kind such Loan Party (whether or description; together with not subject to the UCC or PPSA), including, without limitation, all books, records, writings, data bases, information bank and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, accounts and all Proceedscash and all investments therein, all proceeds, products, offspring, accessions, rents, issuesprofits, profits income, benefits, substitutions and returns replacements of and from to any of the foregoingproperty of such Loan Party described in the preceding clauses of this Section 4.01 hereof (including, without limitation, any Insurance Proceeds thereon and all causes of action, claims and warranties now or hereafter held by such Loan Party in respect of any of the items listed above), and all books, correspondence, files and other Records including, without limitation, all tapes, disks, cards, Software, data and computer programs in the possession or under the control of such Loan Party or any other Person from time to time acting for such Loan Party that at any time evidence or contain information relating to any of the property described in the preceding clauses of this Section 4.01 hereof or are otherwise necessary or helpful in the collection or realization thereof; and
(o) all Proceeds, including all Cash Proceeds and Noncash Proceeds, and products of any and all of the foregoing Collateral; in each case howsoever such Loan Party's interest therein may arise or appear (whether by ownership, security interest, claim or otherwise). Notwithstanding anything herein to the contrary, for the avoidance of doubt, the term "Collateral" shall not include, and no Loan Party is pledging, nor granting a security interest hereunder in, any Excluded Assets and the Excluded Deposit Accounts.
Appears in 1 contract
Sources: Credit and Security Agreement (Katy Industries Inc)
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender of the Obligations, each Co-Borrower hereby grants to Agent for the benefit of itself and each Lender a continuing Lien upon all of such Co-Borrower’s 's assets, including all of the following Property and interests in Property of such Co-Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided, that to the extent that the provisions of any lease, license, contract, permit, Document or Instrument expressly prohibit (which prohibition is enforceable under applicable law) any assignment thereof (unless such prohibition specifically excludes from its scope an assignment for collateral security purposes) or the grant of a Lien therein, (i) Agent will not enforce its Lien in the applicable Borrower's rights under such lease, license, contract, permit, Document or Instrument (other than in respect of the Proceeds thereof) for so long as such prohibition continues, and (ii) to the extent a violation of any such prohibition caused by the Lien under this Section 5.1 would allow the counterparty to any such lease, license, contract, permit, Document or Instrument to terminate the same under applicable law, then such lease, license, contract, permit, Document or Instrument (other than in respect of the Proceeds thereof) shall not constitute Collateral for so long as such prohibition continues; it being understood that upon request of Agent, such Borrower will in good faith use reasonable efforts to obtain consent for the creation of a Lien in favor of Agent (and to Agent's enforcement of such Lien) in any lease, license, contract, permit, Document or Instrument that prohibits any assignment thereof or the grant of a Lien therein; and provided, further, that no Lien is granted in any "intent to use" trademark applications until such time as a verified statement of use is filed.
Appears in 1 contract
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender of the Obligations, each Co-Borrower hereby grants to Agent for the benefit of itself and each Lender a continuing Lien upon all of such Co-Borrower’s 's assets, including all of the following Property and interests in Property of such Co-Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(i) Accounts;
; (ii) Certificated Securities;
; (iii) Chattel Paper;
; (iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
; (v) Contract Rights;
; (vi) Deposit Accounts;
; (vii) Documents;
; (viii) Equipment;
; (ix) Financial Assets;
; (x) Fixtures;
; (xi) General Intangibles, including Payment Intangibles and Software;
; (xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
; (xiii) Instruments;
; (xiv) Intellectual Property;
; (xv) Inventory;
; (xvi) Investment Property;
; (xvii) Insurance Policies, including, without limitation, the Life Insurance Policies; (xviii) money (of every jurisdiction whatsoever);
; (xviiixix) Letter-of-Credit Rights;
; (xixxx) Payment Intangibles;
; (xxxxi) Security Entitlements;
(xxi) Software;
; (xxii) Software; (xxiii) Supporting Obligations;
; (xxiiixxiv) Uncertificated Securities; and
and (xxivxxv) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided that to the extent that the provisions of any lease or license of Computer Hardware and Software or Intellectual Property expressly prohibit (which prohibition is enforceable under applicable law) any assignment thereof, and the grant of a security interest therein, Agent will not enforce its security interest in such Borrower's rights under such lease or license (other than in respect of the Proceeds thereof) for so long as such prohibition continues, it being understood that upon request of Agent, each Borrower will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of Agent for the ratable benefit of Lenders (and to Agent's enforcement of such security interest) in Agent's rights under such lease or license except for shrink-wrap licenses used in the ordinary course of Borrowers' business.
Appears in 1 contract
Security Interest in Collateral. To secure 4.1. As security for the prompt performance, observance and payment and performance to Agent and each Lender in full of all of the Obligations, each Co-Borrower grants to Lender a security interest in, a continuing lien upon and a right of setoff against, and Borrower hereby grants assigns, transfers, pledges and sets over to Agent Lender (collectively, including any other assets of Borrower in which Lender may be granted a security interest under any Loan Document, the “Collateral”): (i) all Receivables (whether or not Eligible Receivables and whether or not specifically listed on any schedules, assignments or reports furnished to Lender) (ii) all of Borrower's property, and the proceeds thereof, now or hereafter held or received by or in transit to Lender or held by others for Lender's account, including any and all deposits, balances, sums and credits of Borrower with, and any and all claims of Borrower against, Lender, at any time existing, (iii) all credit insurance policies, and all other insurance and all guarantees relating to the Receivables or other Collateral, (iv) all books, records and other general intangibles evidencing or relating to Receivables or other Collateral and the computer hardware and software and media containing such books and records; all deposits, or other security for the benefit obligation of itself and each Lender a continuing Lien upon all of such Co-Borrower’s assetsany person under or relating to Receivables, including all of the following Property Borrower's rights and interests remedies of whatever kind or nature it may hold or acquire for the purpose of securing or enforcing Receivables; all right, title and interest of the Borrower in Property and to all goods relating to, or which by sale have resulted in, Receivables, including goods returned by or reclaimed or repossessed from Account Debtors and all goods described in copies of invoices delivered by Borrower to Lender; all rights of stoppage in transit, replevin, repossession and reclamation and all other rights and remedies of an unpaid vendor or lienor, and all proceeds of any Letter of Credit naming Borrower as beneficiary and which provides for, guarantees or assures the payment of any Receivable; (v) all accounts, instruments, chattel paper, documents, general intangibles, deposit accounts, investment property and letter of credit rights, whether or not arising out of the sale of goods or rendition of services, and including choses in action, causes of action, tax refunds (and claims), and reversions from terminated pension plans; (vi) all of Borrower’s Inventory and Equipment; and (vii) all proceeds of such CoCollateral, in any form, including cash, non-Borrowercash items, checks, notes, drafts and other instruments for the payment of money. Such security interest in favor of Lender shall continue during the term of this Agreement and until indefeasible payment in full of all Obligations, whether now owned or existing not this Agreement shall have sooner terminated.
4.2. At Lender's request, Borrower will provide Lender with confirmatory assignment schedules in form satisfactory to Lender, copies of customers' invoices, evidence of shipment or hereafter createddelivery, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, such further information as Lender may require. Borrower will take any and all licensessteps and observe such formalities as Lender may request from time to time to create and maintain in Lender's favor a valid and first lien upon, optionssecurity interest in and pledge of all of Borrower's Receivables and all other Collateral, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights including executing all documents that may be requested by Lender to maintain such security interest in and indemnificationspledge of the Collateral. Borrower hereby authorizes Lender to file any Financing Statements under the UCC, and any substitutionsrenewals and amendments thereof, replacementsnaming Borrower as debtor, additions or model conversions that are necessary to perfect and maintain the perfection of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included Lender’s security interest in the foregoingCollateral. Borrower agrees to take all steps necessary to allow Lender to comply with any Federal or state statute, all other personal property of any kind or description; together with all bookswhich, recordsin Lender’s judgment, writings, data bases, information and other property relating to, used or useful in connection if not complied with, or evidencing, embodying, incorporating or referring might afford to any of Person an interest in the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of Collateral that would be superior to Lender’s security interest in the foregoing.Collateral. Dataram Financing Agmt
Appears in 1 contract
Sources: Financing Agreement (Dataram Corp)
Security Interest in Collateral. To secure the prompt payment and performance to Agent Administrative Agent, each Lender and each Lender Bank Product Provider of the Obligations, each Co-Borrower hereby grants to Administrative Agent for the benefit of itself itself, each Lender, and each Lender Bank Product Provider a continuing Lien upon all of such Co-Borrower’s assets, including all of the following Property and interests in Property of such Co-Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(v) Contract RightsDeposit Accounts;
(vi) Deposit AccountsDocuments;
(vii) DocumentsEquipment;
(viii) Equipment;
(ix) Financial Assets;
(xix) Fixtures;
(xix) General Intangibles, including Payment Intangibles and Software;
(xiixi) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiiixii) Instruments;
(xivxiii) Intellectual Property;
(xvxiv) Inventory;
(xvixv) Investment Property;
(xviixvi) money (of every jurisdiction whatsoever);Money
(xviiixvii) Letter-of-Credit Rights;
(xixxviii) Payment Intangibles;
(xxxix) Security Entitlements;
(xxixx) Software;
(xxiixxi) Supporting Obligations;
(xxiiixxii) Uncertificated Securities; and
(xxivxxiii) to To the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceedsproceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided, however, that in no event shall Collateral include Investment Property or General Intangibles consisting of equity securities of an issuer that is a Subsidiary of a Borrower organized under the laws of a jurisdiction other than the United States or a state thereof (a “Foreign Subsidiary”) in excess of 65% of the total combined voting power of all equity securities of such Foreign Subsidiary; provided, further, that Collateral shall not include any lease, license or permit if, to the extent that and for as long as (a) the grant of a security interest therein constitutes or would result in the termination of, breach of or a default under the lease, instrument or agreement by which such lease, license or permit is governed and (b) such termination, breach or default is not rendered ineffective pursuant to Sections 9-406, 9-407, 9 408 or 9-409 of the UCC, provided, that (1) such lease, license or permit will be excluded from the Collateral only to the extent and for as long as the conditions set forth in the foregoing clauses (a) and (b) are and remain satisfied and to the extent such assets otherwise constitute Collateral, will cease to be excluded, and will become subject to the Liens hereunder, immediately and automatically at such time as such conditions cease to exist, including by reason of any waiver or consent under the applicable lease, instrument or agreement, and (2) the proceeds of any sale, lease or other disposition of any such lease, license or permit shall not be excluded from the Collateral and shall at all times be and remain subject to the Liens hereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (Nes Rentals Holdings Inc)
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender and/or the Bank of the Obligations, each Co-Borrower hereby grants to Agent for the benefit of itself and each Lender a continuing Lien upon all of such Co-Borrower’s 's assets, including all of the following Property and interests in Property of such Co-Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever wherever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided that to the extent that the provisions of any lease or license of Computer Hardware and Software or Intellectual Property expressly prohibit (which prohibition is enforceable under applicable law) any assignment thereof, and the grant of a security interest therein, Lender will not enforce its security interest in Borrower's rights under such lease or license (other than in respect of the Proceeds thereof) for so long as such prohibition continues, it being understood that upon request of Lender, Borrower will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of Lender (and to Lender's enforcement of such security interest) in such Lender's rights under such lease or license.
Appears in 1 contract
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender Lenders of the Obligations, each Co-Borrower hereby grants to Agent Collateral Agent, for the benefit of itself Lenders, and each Lender ratifies and reaffirms its earlier grant to Collateral Agent, for the benefit of Lenders, a continuing security interest in and Lien upon all of such Co-Borrower’s 's assets, including all of the following Property and interests in Property of such Co-Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(ia) Accounts;
(iib) Certificated Securities;
(iiic) Chattel Paper;
(ivd) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(ve) Contract Rights;
(vif) Deposit Accounts;
(viig) Documents;
(viiih) Equipment;
(ixi) Financial Assets;
(xj) Fixtures;
(xik) General Intangibles, including Payment Intangibles and Software;
(xiil) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiiim) Instruments;
(xivn) Intellectual Property;
(xvo) Inventory;
(xvip) Investment Property;
(xviiq) money (of every jurisdiction whatsoever);
(xviiir) Letter-of-Letter of Credit Rights;
(xixs) Payment Intangibles;
(xxt) Security Entitlements;
(xxiu) Software;
(xxiiv) Supporting Obligations;
(xxiiiw) Uncertificated Securities; and
(xxivx) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided that to the extent that the provisions of any lease or license of Computer Hardware and Software or Intellectual Property expressly prohibit (which prohibition is enforceable under applicable law) any assignment thereof, and the grant of a security interest therein, Collateral Agent, for the benefit of Lenders, will not enforce its security interest in Borrower's rights under such lease or license (other than in respect of the Proceeds thereof) for so long as such prohibition continues, it being understood that upon request of Collateral Agent, Borrower will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of Collateral Agent, for the benefit of Lenders (and to Collateral Agent's enforcement of such security interest) in the Lenders' rights under such lease or license. As to MMI, the security interests granted by MMI in the Collateral are given in renewal, extension and modification of the security interests previously granted to Collateral Agent by MMI; such prior security interests are not extinguished hereby; and the ranking, perfection and priority of such prior security interests shall continue in full force and effect.
Appears in 1 contract
Security Interest in Collateral. To secure the prompt payment and ------------------------------- performance to Agent and each Lender of the Obligations, each Co-Borrower Borrowers hereby grants grant to Agent for the benefit of itself and each Lender a continuing Lien upon all of such Co-Borrower’s assets, including all of the following Property and interests in Property of such Co-Borrowereach of the Borrowers (but specifically excluding any Accounts and General Intangibles and related rights which are, from time to time, owned or purported to be owned by, or are subject to a security interest for the benefit of, a party other than any of the Borrowers as a result of a transfer pursuant to the Securitization Documents), whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated SecuritiesInventory;
(iii) Chattel PaperGeneral Intangibles;
(iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xviiv) money Any stock of any Subsidiary, whether now owned or hereafter acquired, including but not limited to all stock of Jaron and ▇▇▇▇▇▇, and all stock of PBI whether now owned or hereafter acquired by D&K.
(vi) All monies and other Property of every jurisdiction whatsoever)any kind now or at any time or times hereafter in the possession or under the control of Lender or a bailee or Affiliate of Lender;
(xviiivii) LetterAll accessions to, substitutions for and all replacements, products and cash and non-of-Credit Rights;
cash proceeds of (xixi) Payment Intangibles;
through (xxv) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securitiesabove, including, without limitation, proceeds of and unearned premiums with respect to insurance policies insuring any of the Collateral; and
(xxivviii) to the extent not included in the foregoingAll books and records (including, all other personal property of any kind or description; together with all bookswithout limitation, recordscustomer lists, writingscredit files, data basescomputer programs, information print-outs, and other property relating to, used computer materials and records and all records of purchases and sales of prescription drugs and controlled substances required to be kept by the Federal or useful in connection with, any state government or evidencing, embodying, incorporating or referring agency thereof) of Borrower pertaining to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing(i) through (vi) above.
Appears in 1 contract
Sources: Loan and Security Agreement (D & K Healthcare Resources Inc)
Security Interest in Collateral. To secure 4.1. As security for the prompt performance, observance and payment and performance to Agent and each Lender in full of all of the Obligations, each Co-Borrower grants to Lender a security interest in, a continuing lien upon and a right of setoff against, and Borrower hereby grants assigns, transfers, pledges and sets over to Agent Lender (collectively, including any other assets of Borrower in which Lender may be granted a security interest under any Loan Document, the “Collateral”): (i) all Receivables (whether or not Eligible Receivables and whether or not specifically listed on any schedules, assignments or reports furnished to Lender) (ii) all of Borrower’s property and the proceeds thereof, now or hereafter held or received by or in transit to Lender or held by others for Lender’s account, including any and all deposits, balances, sums and credits of Borrower with, and any and all claims of Borrower against, Lender, at any time existing, (iii) all credit insurance policies, and all other insurance and all guarantees relating to the Receivables or other Collateral, (iv) all books, records and other general intangibles evidencing or relating to Receivables or other Collateral and the computer hardware and software and media containing such books and records; all deposits, or other security for the benefit obligation of itself and each Lender a continuing Lien upon all of such Co-Borrower’s assetsany person under or relating to Receivables, including all of the following Property Borrower’s rights and interests remedies of whatever kind or nature it may hold or acquire for the purpose of securing or enforcing Receivables; all right, title and interest of the Borrower in Property and to all goods relating to, or which by sale have resulted in, Receivables, including goods returned by or reclaimed or repossessed from Account Debtors and all goods (so long as Borrower still owns such goods) described in copies of invoices delivered by Borrower to Lender; all rights of stoppage in transit, replevin, repossession and reclamation and all other rights and remedies of an unpaid vendor or lienor, and all proceeds of any Letter of Credit naming Borrower as beneficiary and which provides for, guarantees or assures the payment of any Receivable; (v) all accounts, instruments, chattel paper, documents, general intangibles, deposit accounts, investment property and letter of credit rights, whether or not arising out of the sale of goods or rendition of services, and including choses in action, causes of action, tax refunds (and claims), and reversions from terminated pension plans; (vi) all of Borrower’s Inventory and Equipment; and (vii) all proceeds of such CoCollateral, in any form, including cash, non-Borrowercash items, checks, notes, drafts and other instruments for the payment of money; provided that the Collateral shall not include the Cash Collateral. Such security interest in favor of Lender shall continue during the term of this Agreement and until indefeasible payment in full of all Obligations, whether now owned or existing not this Agreement shall have sooner terminated.
4.2. At Lender’s request, Borrower will provide Lender with confirmatory assignment schedules in form satisfactory to Lender, copies of customers’ invoices, evidence of shipment or hereafter createddelivery, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, such further information as Lender may reasonably require. Borrower will take any and all licensessteps and observe such formalities as Lender may request from time to time to create and maintain in Lender’s favor a valid and first lien upon, optionssecurity interest in and pledge of all of Borrower’s Receivables and all other Collateral, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights including executing all documents that may be requested by Lender to maintain such security interest in and indemnificationspledge of the Collateral. Borrower hereby authorizes Lender to file any Financing Statements under the UCC, and any substitutionsrenewals and amendments thereof, replacementsnaming Borrower as debtor, additions or model conversions which are necessary to perfect and maintain the perfection of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included Lender’s security interest in the foregoingCollateral. Borrower agrees to take all steps necessary to allow Lender to comply with any Federal or state statute, all other personal property of any kind or description; together with all bookswhich, recordsin Lender’s judgment, writings, data bases, information and other property relating to, used or useful in connection if not complied with, or evidencing, embodying, incorporating or referring might afford to any of Person an interest in the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of Collateral that would be superior to Lender’s security interest in the foregoingCollateral.
Appears in 1 contract
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender of the Obligations, each Co-Borrower F&H hereby assigns, pledges and grants to Agent for its benefit and for the ratable benefit of itself and each Lender a continuing Lien upon all of such Co-Borrower’s assets, including security interest in and to all of the following Property and interests in Property of such Co-Borrowerfollowing, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(ia) AccountsAll now owned and hereafter acquired right, title and interest of F&H in, to and in respect of all: accounts (including health care insurance receivables), interest in goods represented by accounts, returned, reclaimed or repossessed goods with respect thereto and rights as an unpaid vendor; contract rights; chattel paper; general intangibles (including, but not limited to payment intangibles, tax and duty refunds, registered and unregistered patents, trademarks, service marks, copyrights, trade names, applications for the foregoing, trade secrets, goodwill, processes, drawings, blueprints, customer lists, licenses, whether as licensor or licensee, choses in action and other claims, existing and future leasehold interests in equipment and fixtures and goodwill); stock and other ownership interests in subsidiaries and other entities; documents (including bills of lading, warehouse receipts and other documents of title); instruments; investment property and financial assets of every kind; insurance policies (including, without limitation, the cash surrender value of all life insurance policies); letters of credit, bankers’ acceptances, guaranties and letter of credit rights, and all supporting obligations and rights to receive payment thereunder; cash monies, deposits, securities, bank accounts, deposit accounts, reserves and credits; all property now or hereafter held in any capacity by Agent or Lenders, any of their affiliates or any entity which, at any time, participates in Agent’s or any Lender’s financing of F&H or at any other depository or other institution; agreements or property securing or relating to any of the items referred to above; all commercial tort claims of F&H based on or arising in connection with any of the matters described on Schedule 4.3(a), and all judgments, orders and awards issued in connection therewith;
(b) All now owned and hereafter acquired right, title and interest of F&H in, to and in respect of all goods of F&H including, without limitation, all (i) inventory, wherever located, whether now owned or hereafter acquired, of whatever kind, nature or description, including, without limitation, all raw materials, work-in-process, finished goods, and materials to be used or consumed in F&H’s business; all returned or repossessed goods and all names or marks affixed to or to be affixed thereto for purposes of selling same by the seller, manufacturer, lessor or licensor thereof and (ii) Certificated Securitiesequipment and fixtures wherever located, whether now owned or hereafter acquired, including, without limitation, all machinery, motor vehicles, and furniture and any and all additions, substitutions, replacements (including spare parts) and accessions thereof and thereto;
(iiic) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, Without in 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 way limiting the generality of any of the foregoing, all now owned or hereafter acquired right, title and interest of F&H in, to and in respect of all (i) margin deposits and accounts maintained by F&H with any party (including, without limitation, all Approved Margin Deposits); (ii) Derivatives Contracts; (iii) delivery contracts with F&H’s customers; and (iv) F&H’s customer list;
(vd) Contract RightsAll now owned and hereafter acquired right, title and interests of F&H in, to and in respect of any personal property in or upon which Agent or any Lender has or may hereafter have a security interest, lien or right of setoff;
(vie) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General IntangiblesAll present and future books and records relating to any of the above including, including Payment Intangibles without limitation, all computer programs, printed output and Software;
(xii) Goods (including all computer readable data in the possession or control of its EquipmentF&H, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securitiesany computer service bureau or other third party; and
(xxivf) to All products and proceeds of the extent not included foregoing in the foregoingwhatever form and wherever located, including, without limitation, all other personal property insurance proceeds and all claims against third parties for loss or destruction of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring damage to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from . Without in any way limiting the generality of the foregoing, (a) in no event will any existing or future Hedging Agreements with Agent or any Lender, any affiliate of Agent or any Lender or any participant with Agent or any Lender in respect of this Agreement be deemed Collateral; and (b) notwithstanding the foregoing grant of a security interest, (i) no account, instrument, chattel paper or other obligation or property of any kind due from, owed by, or belonging to, a Sanctioned Person or (ii) any lease in which the lessee is a Sanctioned Person shall be Collateral. Lender may reject or refuse to accept any Collateral for credit toward payment of the Obligations that is an account, instrument, chattel paper, lease, or other obligation or property of any kind due from, owed by, or belonging to, a Sanctioned Person.
Appears in 1 contract
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender Lenders of the Obligations, each Co-Borrower hereby grants to Agent for its benefit and the ratable benefit of itself and each Lender Lenders a continuing Lien upon all of such Co-Borrower’s assets, including all of the following Property and interests in Property of such Co-Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided that to the extent that the provisions of any lease or license of Computer Hardware and Software or Intellectual Property expressly prohibit (which prohibition is enforceable under applicable law) any assignment thereof, and the grant of a security interest therein, Agent will not enforce its security interest in Borrower’s rights under such lease or license (other than in respect of the Proceeds thereof) for so long as such prohibition continues, it being understood that upon request of Agent, Borrower will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of Agent (and to Agent’s enforcement of such security interest) in Agent’s rights under such lease or license; provided, further, that notwithstanding any other provision of this Agreement or the Loan Documents, the Collateral shall not include, at any time, securities representing more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any foreign subsidiary which shares entitle the holder thereof to vote for directors or any other matter.
Appears in 1 contract
Sources: Loan and Security Agreement (Home Products International Inc)
Security Interest in Collateral. To secure 4.1. As security for the prompt performance, observance and payment and performance to Agent and each Lender in full of all of the Obligations, each Co-Borrower grants to Lender a security interest in, a continuing lien upon and a right of setoff against, and Borrower hereby grants assigns, transfers, pledges and sets over to Agent Lender (collectively, including any other assets of Borrower in which Lender may be granted a security interest, the “Collateral”): (i) all Receivables (whether or not Eligible Receivables and whether or not specifically listed on any schedules, assignments or reports furnished to Lender) and in all deposit accounts, investment property and letter of credit rights, (ii) all of Borrower’s property, and the proceeds thereof, now or hereafter held or received by or in transit to Lender or held by others for Lender’s account, including any and all deposits, balances, sums and credits of Borrower with, and any and all claims of Borrower against, Lender, at any time existing, (iii) all credit insurance policies, and all other insurance and all guarantees relating to the Receivables or other Collateral, (iv) all books, records and other general intangibles evidencing or relating to Receivables or other Collateral; all deposits, or other security for the benefit obligation of itself and each Lender a continuing Lien upon all of such Co-Borrower’s assetsany person under or relating to Receivables, including all of the following Property Borrower’s rights and interests remedies of whatever kind or nature it may hold or acquire for the purpose of securing or enforcing Receivables; all right, title and interest of the Borrower in Property and to all goods relating to, or which by sale have resulted in, Receivables, including goods returned by or reclaimed or repossessed from Account Debtors and all goods described in copies of invoices delivered by Borrower to Lender; all rights of stoppage in transit, replevin, repossession and reclamation and all other rights and remedies of an unpaid vendor or lienor, and all proceeds of any Letter of Credit naming Borrower as beneficiary and which provides for, guarantees or assures the payment of any Receivable; (v) all accounts, instruments, chattel paper, documents and general intangibles whether or not arising out of the sale of goods or rendition of services, and including without limitation choses in action, causes of action, tax refunds (and claims), and reversions from terminated pension plans; (vi) all of Borrower’s Inventory and Equipment; (vii) all trademarks, patents, copyrights, trade secrets and all registrations, applications and licenses therefor subject to the terms thereof and the rights of any licensors or licensees thereunder, and (viii) all proceeds of such Co-BorrowerCollateral, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect theretoin any form, including, without limitation, cash, non-cash items, checks, notes, drafts and other instruments for the payment of money. Such security interest in favor of Lender shall continue during the term of this Agreement and until indefeasible payment in full of all Obligations, whether or not this Agreement shall have sooner terminated. Borrower conveys only those rights that it may convey, if any, in Borrower’s right to use the name and trademark “▇▇▇▇▇®”. Lender acknowledges that “▇▇▇▇▇®” is a registered trademark owned by the SEC, that Borrower’s license agreement with the SEC prohibits any assignment of Borrower’s rights thereunder without prior written consent of the SEC and that such consent has not been obtained.
4.2. At Lender’s request, Borrower will ▇▇▇▇ its ledger cards, books of account and other records relating to Receivables with appropriate notations reasonably satisfactory to Lender disclosing that the Receivables have been assigned to Lender and will provide Lender with confirmatory assignment schedules in form reasonably satisfactory to Lender, copies of customers’ invoices, evidence of shipment or delivery, and such further information as Lender may reasonably require. Borrower will take any and all licensessteps and observe such formalities as Lender may request from time to time to create and maintain in Lender’s favor a valid and first lien upon, optionssecurity interest in and pledge of all of Borrower’s Receivables and all other Collateral, warrantiesincluding, service contractswithout limitation, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights by way of filing financing statements and indemnifications, other notices and any substitutions, replacements, additions or model conversions of any amendments and renewals thereof that may be reasonably requested by Lender to maintain such security interest in and pledge of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoingCollateral.
Appears in 1 contract
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender of the Obligations, each Co-Borrower hereby grants to Agent for the benefit of itself and each Lender (and hereby reaffirms its prior grant, pursuant to the terms of the Original Loan Agreement, to Agent and each Lender) a continuing Lien upon all of such Co-Borrower’s 's assets, including all of the following Property and interests in Property of such Co-Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided that to the extent that the provisions of any license, permit, lease or contract expressly prohibit (which prohibition is enforceable under applicable law) any assignment thereof, and the grant of a security interest therein, Agent will not enforce its security interest in Borrower's rights under such license, permit, lease or contract (other than in respect of the Proceeds thereof) for so long as such prohibition continues, it being understood that upon request of Agent, Borrower will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of Agent (and to Agent's enforcement of such security interest) in Agent's rights under such license, permit, lease or contract. It is the intention of the parties to this Agreement that the security interests granted hereby are a continuation and reaffirmation of the security interests granted under the Original Loan Agreement.
Appears in 1 contract
Sources: Loan and Security Agreement (Color Spot Nurseries Inc)
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender of the Obligations, each Co-Borrower hereby confirms the grant to the Prior Agent for the benefit of Agent and each Prior Lender, their successors and assigns, of the Liens contained in the Existing Loan Agreement and further grants to Agent for the benefit of itself Agent and each Lender a continuing Lien upon all of such Co-Borrower’s 's assets, including all of the following Property and interests in Property of such Co-Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper, including Electronic Chattel Paper and Tangible Chattel Paper;
(iv) Commercial Tort Claims;
(v) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(vvi) Contract Rights;
(vivii) Deposit Accounts;
(viiviii) Documents;
(viiiix) Equipment;
(ixx) Financial Assets;
(xxi) Fixtures;
(xixii) General Intangibles, including Payment Intangibles and Software;
(xiixiii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefortherefore;
(xiiixiv) Instruments;
(xivxv) Intellectual Property;
(xvxvi) Inventory;
(xvixvii) Investment Property;
(xviixviii) money (of every jurisdiction whatsoever);
(xviiixix) Letter-of-Credit Rights;
(xixxx) Payment Intangibles;
(xxxxi) Security Entitlements;
(xxixxii) Software;
(xxiixxiii) Supporting Obligations;
(xxiiixxiv) Uncertificated Securities; and
(xxivxxv) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided that to the extent that the provisions of any lease or license of Computer Hardware and Software or Intellectual Property expressly prohibit (which prohibition is enforceable under applicable law) any assignment thereof, and the grant of security interest therein, Agent will not enforce its security interest in Borrower's rights under such lease or license (other than in respect of the Proceeds thereof) for so long as such prohibition continues, it being understood that upon request of Agent, Borrower will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of Agent (and to Agent's enforcement of such security interest) in Agent's rights under such lease or license. Notwithstanding anything herein to the contrary, in no event shall the Collateral include or the security interest granted under Section 4.1 hereof attach to any of the outstanding capital stock of a Controlled Foreign Corporation in excess of 65% of the voting power of all classes of capital stock of such Controlled Foreign Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of capital stock in a Controlled Foreign Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by the Borrower shall attach to, such greater percentage of capital stock of each Controlled Foreign Corporation.
Appears in 1 contract
Security Interest in Collateral. To secure 4.1 As security for the prompt performance, observance and payment and performance to Agent and each Lender in full of all of the Obligations, each Co-Borrower grants to Lender a security interest in, a continuing lien upon and a right of setoff against, and Borrower hereby grants assigns, transfers, pledges and sets over to Agent Lender (collectively, including any other assets of Borrower in which Lender may be granted a security interest, the "Collateral"): (i) all Receivables (whether or not Eligible Receivables and whether or not specifically listed on any schedules, reports furnished to Lender), (ii) all of Borrower's property, and the proceeds thereof, now or hereafter held or received by or in transit to Lender or held by others for Lender's account, including any and all deposits, balances, sums and credits of 13orrower with, and any and all claims of Borrower against, Lender, at any time existing, (iii) all credit insurance policies, and all other insurance and all guarantees relating to the Receivables or other Collateral, (iv) all books, records and other general intangibles evidencing or relating to Receivables or other Collateral; all deposits, or other security for the benefit obligation of itself and each Lender a continuing Lien upon all of such Co-Borrower’s assetsany person under or relating to Receivables, including all of the following Property Borrower's rights and interests remedies of whatever kind or nature it may hold or acquire for the purpose of securing or enforcing Receivables; all right, title and interest of the Borrower in Property and to all goods relating to, or which by ,ale have resulted in, Receivables, including goods returned by or reclaimed or repossessed from Account Debtors and all goods described in copies of invoices delivered by Borrower to Lender; all rights of stoppage in transit, replevin, repossession and reclamation and all other rights and remedies of an unpaid vendor or licensor, and all proceeds of any Letter of Credit naming Borrower as beneficiary and which-provides for, guarantees or assures the payment of any Receivable; (v) all general intangibles whether or not arising out of the sale of goods or rendition of services, and including without limitation choses in action, causes of action, tax refunds (and claims), and reversions from terminated pension plans; and (vi) all proceeds of such Co-BorrowerCollateral, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect theretoin any form, including, without limitation, cash, non-cash items, checks, notes, drafts and other instruments for the payment of money. Such security interest in favor of Lender shall continue during the term of this Agreement and until payment in full of all Obligations, whether or not this Agreement shall have sooner terminated.
4.2 At Lender's request, Borrower will ▇▇▇▇ its ledger cards, books of account and other records relating to Receivables with appropriate notations satisfactory to Lender disclosing that the Receivables have been assigned to Lender and will provide Lender with confirmatory assignment schedules in form satisfactory to Lender, copies of customers' invoices, evidence of shipment or delivery, and such further information as Lender may require. Borrower will take any and all licensessteps and observe such formalities as Lender may request from time to time to create and maintain in Lender's favor a valid and first lien upon, optionssecurity interest in and pledge of all of Borrower's Receivables and all other Collateral, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights including without limitation by way of filing financing statements and indemnifications, other notices and any substitutions, replacements, additions or model conversions of any amendments and renewals thereof that may be requested by Lender to maintain such security interest in and pledge of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoingCollateral.
Appears in 1 contract
Sources: Financing Agreement (Adpads Inc)
Security Interest in Collateral. 4.1 To secure the prompt payment and performance to Agent and each Lender repayment of the ObligationsFunded Credit Accommodations with interest in accordance with the terms hereof, and the performance and observance by the Borrower of each Co-term, covenant or agreement contained herein, the Borrower hereby grants to Agent for the benefit of itself and each Lender a continuing Lien upon security interest in all property of such Co-Borrower’s assets, including all of the following Property and interests in Property of such Co-Borrower, whether now owned or hereafter acquired by Borrower, wherever located and whether now existing or hereafter createdarising or created (the "Collateral"), acquired including, without limitation, the following:
(a) all Receivables and all deposits, or other security for the obligation of any person under or relating to Receivables and all of the Borrower's rights and remedies of whatever kind or nature it may hold or acquire for the purpose of securing or enforcing Receivables and all rights of stoppage in transit, replevin, repossession and reclamation and all other rights and remedies of an unpaid vendor or lienor, and all proceeds of any Letter of Credit naming Borrower as beneficiary and which provides for guarantees or assures the payment of any Receivable;
(b) all cash and cash equivalents;
(c) all general intangibles whether or not arising out of the sale of goods or rendition of services, and wheresoever located:including, without limitation, choses in action, causes of action, tax refunds (and claims) and reversions from terminated pension plans;
(d) all investment property including, without limitation, investment property consisting of securities account #857-07H27 at Merrill Lynch, Pierce, Fenner & Smith;
(e) all deposit ▇▇▇▇▇▇▇s including, wit▇▇▇▇ ▇imi▇▇▇▇▇n, the Bluefly Paymentech Account, and the accounts subject to the Account Control Agreement;
(f) all Inventory;
(g) all equipment, machinery and fixtures of Borrower, including, without limitation,
(h) all accessories and additions thereto, tools, parts, accessories and attachments used in connection therewith, all spare parts relating thereto and all tangible personal property;
(i) Accountsall copyrights, whether statutory or common law, registered or unregistered, all letters patent and applications for letters patent throughout the world, all trademarks, trade names, service marks, business names and other sources of business identifiers, whether or not registered and all common law and statutory trade secrets and all other confidential or proprietary information and know how;
(iij) Certificated Securities;all books and records (including, without limitation, computer programs, tapes and related electronic data processing software) relating to any of the foregoing; and
(iiik) Chattel Paper;
(iv) Computer Hardware all cash and Software non-cash proceeds and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions products of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipmentincluding, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included in the foregoingwithout limitation, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property insurance proceeds payable under insurance policies relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing; provided, however, that the Collateral shall not include any agreement, license or contract (or any right therein) or any data or information protected by consumer privacy laws (i) the grant of a security interest in which or assignment of would violate such agreement, license or contract or consumer privacy laws or (ii) to the extent that the pledge or assignment of such agreement, license or contract (or any right therein) requires the consent of a third party unless such third party has consented thereto, except, in the case of clauses (i) and (ii), to the extent provided under Section 9-318(4) of the UCC. The foregoing proviso shall not apply to the Inventory or Borrower's rights therein.
4.2 Borrower will take any and all Proceedssteps and observe such formalities as Lender may reasonably request from time to time to create and maintain in Lender's favor a valid and first lien upon, products, offspring, rents, issues, profits security interest in and returns pledge of and from any all of the foregoingCollateral (subject to Permitted Liens), including, without limitation, by way of filing financing statements and other notices, including, without limitation, notices with the United States Patent and Trademark Office and the United States Copyright Office and amendments and renewals thereof that may be requested by Lender to maintain such security interest in and pledge of the Collateral.
Appears in 1 contract
Sources: Financing Agreement (Bluefly Inc)
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender of the Obligations, each Co-Borrower hereby grants to Agent for the benefit of itself and each Lender a continuing Lien upon all of such Co-Borrower’s assets, including all of the following Property and interests in Property of such Co-Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing. The foregoing notwithstanding, the Collateral shall not include the capital stock of PW Poly.
Appears in 1 contract
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender of its Obligations under the Guaranty and any other Loan Document (the "Secured Obligations"), each Co-Borrower of the Grantors hereby grants to Agent for the benefit of itself and each Lender a continuing Lien upon all of such Co-Borrower’s Grantor's assets, including all of the following Property and interests in Property of such Co-BorrowerGrantor, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper, including Electronic Chattel Paper and Tangible Chattel Paper;
(iv) Commercial Tort Claims;
(v) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(vvi) Contract Rights;
(vivii) Deposit Accounts;
(viiviii) Documents;
(viiiix) Equipment;
(ixx) Financial Assets;
(xxi) Fixtures;
(xixii) General Intangibles, including Payment Intangibles and Software;
(xiixiii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiiixiv) Instruments;
(xivxv) Intellectual Property;
(xvxvi) Inventory;
(xvixvii) Investment Property;
(xviixviii) money (of every jurisdiction whatsoever);
(xviiixix) Letter-of-Credit Rights;
(xixxx) Payment Intangibles;
(xxxxi) Security Entitlements;
(xxixxii) Software;
(xxiixxiii) Supporting Obligations;
(xxiiixxiv) Uncertificated Securities; and
(xxivxxv) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided that to the extent that the provisions of any lease or license of Computer Hardware and Software or Intellectual Property expressly prohibit (which prohibition is enforceable under applicable law) any assignment thereof, and the grant of security interest therein, Agent will not enforce its security interest in such Grantor's rights under such lease or license (other than in respect of the Proceeds thereof) for so long as such prohibition continues, it being understood that upon request of Agent, such Grantor will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of Agent (and to Agent's enforcement of such security interest) in Agent's rights under such lease or license.
Appears in 1 contract
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender of the Obligations, each Co-Borrower hereby grants to Agent Agent, for the benefit of itself and each Lender in accordance with the priorities set forth herein, a continuing Lien upon all of such Co-Borrower’s 's assets, including all of the following Property and interests in Property of such Co-Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located, but excluding any Excluded Property of such Borrower:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing.
Appears in 1 contract
Sources: Loan and Security Agreement (Falcon Products Inc /De/)
Security Interest in Collateral. To secure 4.1. As security for the prompt performance, observance and payment and performance to Agent and each Lender in full of all of the Obligations, each Co-Borrower grants to Lender a security interest in, a continuing lien upon and a right of setoff against, and Borrower hereby grants assigns, transfers, pledges and sets over to Agent Lender (collectively, including any other assets of Borrower in which Lender may be granted a security interest under any Loan Document, the "Collateral"): (i) all Receivables (whether or not Eligible Receivables and whether or not specifically listed on any schedules, assignments or reports furnished to Lender) (ii) all of Borrower's property, and the proceeds thereof, now or hereafter held or received by or in transit to Lender or held by others for Lender's account, including any and all deposits, balances, sums and credits of Borrower with, and any and all claims of Borrower against, Lender, at any time existing, (iii) all credit insurance policies, and all other insurance and all guarantees relating to the Receivables or other Collateral, (iv) all books, records and other general intangibles evidencing or relating to Receivables or other Collateral and the computer hardware and software and media containing such books and records; all deposits, or other security for the benefit obligation of itself and each Lender a continuing Lien upon all of such Co-Borrower’s assetsany person under or relating to Receivables, including all of the following Property Borrower's rights and interests remedies of whatever kind or nature it may hold or acquire for the purpose of securing or enforcing Receivables; all right, title and interest of the Borrower in Property and to all goods relating to, or which by sale have resulted in, Receivables, including goods returned by or reclaimed or repossessed from Account Debtors and all goods described in copies of invoices delivered by Borrower to Lender; all rights of stoppage in transit, replevin, repossession and reclamation and all other rights and remedies of an unpaid vendor or lienor, and all proceeds of any Letter of Credit naming Borrower as beneficiary and which provides for, guarantees or assures the payment of any Receivable; (v) all accounts, instruments, chattel paper, documents, general intangibles, deposit accounts, investment property and letter of credit rights, whether or not arising out of the sale of goods or rendition of services, and including choses in action, causes of action, tax refunds (and claims), and reversions from terminated pension plans; (vi) all of Borrower’s Inventory and Equipment; and (vii) all proceeds of such CoCollateral, in any form, including cash, non-Borrowercash items, checks, notes, drafts and other instruments for the payment of money. Such security interest in favor of Lender shall continue during the term of this Agreement and until indefeasible payment in full of all Obligations, whether now owned or existing not this Agreement shall have sooner terminated.
4.2. At Lender's request, Borrower will provide Lender with confirmatory assignment schedules in form satisfactory to Lender, copies of customers' invoices, evidence of shipment or hereafter createddelivery, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, such further information as Lender may require. Borrower will take any and all licensessteps and observe such formalities as Lender may request from time to time to create and maintain in Lender's favor a valid and first lien upon, optionssecurity interest in and pledge of all of Borrower's Receivables and all other Collateral, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights including executing all documents that may be requested by Lender to maintain such security interest in and indemnificationspledge of the Collateral. Borrower hereby authorizes Lender to file any Financing Statements under the UCC, and any substitutionsrenewals and amendments thereof, replacementsnaming Borrower as debtor, additions or model conversions that are necessary to perfect and maintain the perfection of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included Lender’s security interest in the foregoingCollateral. Borrower agrees to take all steps necessary to allow Lender to comply with any Federal or state statute, all other personal property of any kind or description; together with all bookswhich, recordsin Lender’s judgment, writings, data bases, information and other property relating to, used or useful in connection if not complied with, or evidencing, embodying, incorporating or referring might afford to any of Person an interest in the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of Collateral that would be superior to Lender’s security interest in the foregoingCollateral.
Appears in 1 contract
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender of the Obligations, each Co-Borrower hereby grants to Agent for the benefit of itself and each Lender a continuing Lien upon all of such Co-Borrower’s 's assets, including all of the following Property and interests in Property of such Co-Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing.
Appears in 1 contract
Security Interest in Collateral. To secure 4.1 As security for the prompt performance, observance and payment and performance to Agent and each Lender in full of all of the Obligations, each Co-Borrower grants to Lender a security interest in, a continuing lien upon and a right of setoff against, and Borrower hereby grants assigns, transfers, pledges and sets over to Agent Lender (collectively, including any other assets of Borrower in which Lender may be granted a security interest, the "Collateral"): (i) all Receivables (whether or not Eligible Receivables and whether or not specifically listed on any schedules, assignments or reports furnished to Lender), (ii) all of Borrower's property, and the proceeds thereof, now or hereafter held or received by or in transit to Lender or held by others for Lender's account, including any and all deposits, balances, sums and credits of Borrower with, and any and all claims of Borrower against, Lender, at any time existing, (iii) all credit insurance policies, and all other insurance and all guarantees relating to the Receivables or other Collateral, (iv) all books, records and other general intangibles evidencing or relating to Receivables or other Collateral; all deposits, or other security for the benefit obligation of itself and each Lender a continuing Lien upon all of such Co-Borrower’s assetsany person under or relating to Receivables, including all of the following Property Borrower's rights and interests remedies of whatever kind or nature it may hold or acquire for the purpose of securing or enforcing Receivables; all right, title and interest of the Borrower in Property and to all goods relating to, or which by sale have resulted in, Receivables, including goods returned by or reclaimed or repossessed from Account Debtors and all goods described in copies of invoices delivered by Borrower to Lender; all rights of stoppage in transit, replevin, repossession and reclamation and all other rights and remedies of an unpaid vendor or lienor, and all proceeds of any Letter of Credit naming Borrower as beneficiary and which provides for, guarantees or assures the payment of any Receivable; (v) all general intangibles whether or not arising out of the sale of goods or rendition of services, and including without limitation choses in action, causes of action, tax refunds (and claims), and reversions from terminated pension plans; and (vi) all proceeds of such Co-BorrowerCollateral, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect theretoin any form, including, without limitation, cash, non-cash items, checks, notes, drafts and other instruments for the payment of money. Such security interest in favor of Lender shall continue during the term of this Agreement and until payment in full of all Obligations, whether or not this Agreement shall have sooner terminated.
4.2 At Lender's request, Borrower will mark its ledger cards, books of a▇▇▇▇nt and other records relating to Receivables with appropriate notations satisfactory to Lender disclosing that the Receivables have been assigned to Lender and will provide Lender with confirmatory assignment schedules in form satisfactory to Lender, copies of customers' invoices, evidence of shipment or delivery, and such further information as Lender may require. Borrower will take any and all licensessteps and observe such formalities as Lender may request from time to time to create and maintain in Lender's favor a valid and first lien upon, optionssecurity interest in and pledge of all of Borrower's Receivables and all other Collateral, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights including without limitation by way of filing financing statements and indemnifications, other notices and any substitutions, replacements, additions or model conversions of any amendments and renewals thereof that may be requested by Lender to maintain such security interest in and pledge of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoingCollateral.
Appears in 1 contract
Sources: Financing Agreement (Celexx Corp)
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each the Lender of the Obligations, each Co-Borrower Loan Party hereby grants to Agent for the benefit of itself Lender (and each Lender its Affiliates with respect to Credit Product Obligations) a continuing Lien upon all of such Co-BorrowerLoan Party’s assets, including all of the following Property property and interests in Property property of such Co-BorrowerLoan Party (but, for the avoidance of doubt, expressly excluding the Excluded Assets and the Excluded Deposit Accounts), whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(ia) all Accounts;
(iib) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect theretoGoods, including, any and without limitation, 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;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods Equipment (including all of its EquipmentRolling Stock), Fixtures and Inventory;
(c) all Chattel Paper (whether tangible or electronic);
(d) the Commercial Tort Claims specified on Schedule 4.01;
(e) all Deposit Accounts, all cash, and all accessions, additions, attachments, improvements, substitutions and replacements other property from time to time deposited therein or otherwise credited thereto and thereforthe monies and property in the possession or under the control of the Lender or any affiliate, representative, agent or correspondent of the Lender;
(xiiif) Instrumentsall Documents
(g) all General Intangibles (including, without limitation, all Payment Intangibles, Intellectual Property and Licenses);
(xivh) Intellectual Propertyall Instruments (including, without limitation, Promissory Notes);
(xvi) Inventory;
(xvi) all Investment Property;
(xviij) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit all Letter‑of‑Credit Rights;
(xixk) Payment Intangiblesall Pledged Interests;
(xxl) Security Entitlements;
(xxi) Software;
(xxii) all Supporting Obligations;
(xxiiim) Uncertificated Securities; andthe Closing Date Acquisition Documents, Seller Undertakings and Payments;
(xxivn) to the extent not included in the foregoing, all refunds for Taxes,
(o) all other tangible and intangible personal property of any kind such Loan Party (whether or description; together with not subject to the UCC or PPSA), including, without limitation, all books, records, writings, data bases, information bank and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, accounts and all Proceedscash and all investments therein, all proceeds, products, offspring, accessions, rents, issuesprofits, profits income, benefits, substitutions and returns replacements of and from to any of the foregoingproperty of such Loan Party described in the preceding clauses of this Section 4.01 hereof (including, without limitation, any Insurance Proceeds thereon and all causes of action, claims and warranties now or hereafter held by such Loan Party in respect of any of the items listed above), and all books, correspondence, files and other Records including, without limitation, all tapes, disks, cards, Software, data and computer programs in the possession or under the control of such Loan Party or any other Person from time to time acting for such Loan Party that at any time evidence or contain information relating to any of the property described in the preceding clauses of this Section 4.01 hereof or are otherwise necessary or helpful in the collection or realization thereof; and
(p) all Proceeds, including all Cash Proceeds and Noncash Proceeds, and products of any and all of the foregoing Collateral;
(I) in each case howsoever such Loan Party’s interest therein may arise or appear (whether by ownership, security interest, claim or otherwise).
(II) Notwithstanding anything herein to the contrary, for the avoidance of doubt, the term “Collateral” shall not include, and no Loan Party is pledging, nor granting a security interest hereunder in, any Excluded Assets and the Excluded Deposit Accounts.
Appears in 1 contract
Sources: Credit and Security Agreement (Katy Industries Inc)
Security Interest in Collateral. To secure the prompt payment and performance to Administrative Agent and each Lender of the Obligations, each Co-Borrower Loan Party hereby grants to Administrative Agent for the benefit of itself and each Lender a continuing Lien upon all of such Co-BorrowerLoan Party’s assets, including all of the following Property and interests in Property of such Co-BorrowerLoan Party (other than Excluded Property), whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Commercial Tort Claims, including, without limitation, the Commercial Tort Claims set forth on Schedule 6.1 hereto;
(v) Computer Hardware and Software and all rights with respect thereto, including, including any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(vvi) Contract Rights;
(vivii) Deposit Accounts;
(viiviii) Documents;
(viiiix) Equipment;
(ixx) Financial Assets;
(xxi) Fixtures;
(xixii) General Intangibles, including Payment Intangibles and SoftwareIntangibles;
(xiixiii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiiixiv) Instruments;
(xivxv) Owned Intellectual Property;
(xvxvi) Inventory;
(xvixvii) Investment Property;
(xviixviii) money (of every jurisdiction whatsoever);
(xviiixix) Letter-of-Letter of Credit Rights;
(xixxx) Payment Intangibles;
(xxxxi) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data basesdatabases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing.
Appears in 1 contract
Sources: Loan and Security Agreement (Ani Pharmaceuticals Inc)
Security Interest in Collateral. To secure As security for the prompt payment and performance to Agent and each Lender of the ObligationsLiabilities, each Co-the Lender shall have, and the Borrower does hereby grants grant to Agent for the benefit of itself and each Lender Lender, a continuing Lien upon perfected security interest in the following Collateral:
(a) All Accounts, Deposit Accounts, General Intangibles, Documents, Instruments, Investment Property, Chattel Paper and any other similar rights of the Borrower however created or evidenced, whether now existing or hereafter owned, acquired, created, used, or arising, specifically including, without limitation, claims, leases, agreements, license agreements, licensing fees, royalties, policies, insurance commissions, credit insurance, guaranties, letters of credit, advices of credit, binders or certificates of insurance, deposits, documents of title, securities, security interests, licenses, goodwill, tax refunds (federal, state or local), customer lists, franchises, franchise rights, drawings, designs, marketing rights, computer programs, artwork, databases and other like business property rights, all applications to acquire such rights, for which application may at any time be made by the Borrower, together with any and all books and records pertaining thereto and any right, title or interest in any Inventory which gave rise to an Account, and all Intellectual Property throughout the world;
(b) All Inventory, whether now existing or hereafter acquired and wherever located, specifically including, without limitation, all merchandise, personal property, raw materials, work in process, finished Goods, materials and supplies of every nature usable or useful in connection with the manufacturing, packing, shipping, advertising, selling, leasing or furnishing of any of such Co-Borrower’s assets, including Inventory and all materials of the following Property Borrower used or consumed or to be used or consumed in the Borrower's business, together with any and interests in Property all books and records pertaining thereto;
(c) All Equipment, Fixtures, Goods and all other tangible personal property of such Co-Borrowerthe Borrower of every kind or nature, whether now owned or existing or hereafter createdacquired, acquired or arising wherever located, specifically including, without limitation, all machinery, trucks, boats, barges, on and wheresoever located:off the road vehicles, forklifts, tools, dies, jigs, presses, appliances, implements, improvements, accessories, attachments, parts, components, partitions, systems, carpeting, draperies and apparatus;
(d) All products and Proceeds of each of the foregoing, specifically including, without limitation, (i) Accounts;
any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to the Borrower from time to time, (ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions payments of any form whatsoever made or due and payable to the Borrower from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the foregoing;
foregoing by any governmental authority or any Person acting under color of governmental authority, (v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiviii) to the extent not included in of the foregoingvalue of Collateral, claims arising out of the loss, nonconformity, or interference with the use of, defects or infringement of rights in, or damage to, the Collateral, (iv) any Stock Rights, and (v) any and all other personal property of any kind amounts from time to time paid or description; together with all books, records, writings, data bases, information and other property relating to, used payable under or useful in connection with, or evidencing, embodying, incorporating or referring to with any of the foregoing, whether or not in lieu thereof;
(e) All renewals, extensions, replacements, modifications, additions, improvements, accretions, accessions, betterments, substitutions, replacements, annexations, tools, accessories, parts and all Proceedsthe like now in, productsattached to or which may hereafter at any time be placed in or added to any Collateral, offspringwhether or not of like kind; and
(f) All rights, rentsremedies, issues, profits claims and returns of and from any demands under or in connection with each of the foregoing.
Appears in 1 contract
Sources: Credit Agreement (Anthony Clark International Insurance Brokers LTD)
Security Interest in Collateral. To secure 4.1 As security for the prompt performance, observance and payment and performance to Agent and each Lender in full of all of the Obligations, each Co-Borrower grants to Lender a security interest in, a continuing lien upon and a right of setoff against, and Borrower hereby grants assigns, transfers, pledges and sets over to Agent Lender (collectively, including any other assets of Borrower in which Lender may be granted a security interest, the "Collateral"): (i) all Receivables (whether or not Eligible Receivables and whether or not specifically listed on any schedules, assignments or reports furnished to Lender), (ii) all of Borrower's property, and the proceeds thereof, now or hereafter held or received by or in transit to Lender or held by others for Lender's account, including any and all deposits, balances, sums and credits of Borrower with, and any and all claims of Borrower against, Lender, at any time existing, (iii) all credit insurance policies, and all other insurance and all guarantees relating to the Receivables or other Collateral, (iv) all books, records and other general intangibles evidencing or relating to Receivables or other Collateral; all deposits, or other security for the benefit obligation of itself and each Lender a continuing Lien upon all of such Co-Borrower’s assetsany person under or relating to Receivables, including all of the following Property Borrower's rights and interests remedies of whatever kind or nature it may hold or acquire for the purpose of securing or enforcing Receivables; all right, title and interest of the Borrower in Property and to all goods relating to, or which by sale have resulted in, Receivables, including goods returned by or reclaimed or repossessed from Account Debtors and all goods described in copies of invoices delivered by Borrower to Lender; all rights of stoppage in transit, replevin, repossession and reclamation and all other rights and remedies of an unpaid vendor or lienor, and all proceeds of any Letter of Credit naming Borrower as beneficiary and which provides for, guarantees or assures the payment of any Receivable; (v) all general intangibles whether or not arising out of the sale of goods or rendition of services, and including without limitation choses in action, causes of action, tax refunds (and claims), and reversions from terminated pension plans; and (vi) all proceeds of such Co-BorrowerCollateral, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect theretoin any form, including, without limitation, cash, non-cash items, checks, notes, drafts and other instruments for the payment of money. Such security interest in favor of Lender shall continue during the term of this Agreement and until payment in full of all Obligations, whether or not this Agreement shall have sooner terminated.
4.2 At Lender's request, Borrower will mark its ledger cards, books of account and other record▇ ▇▇lating to Receivables with appropriate notations satisfactory to Lender disclosing that the Receivables have been assigned to Lender and will provide Lender with confirmatory assignment schedules in form satisfactory to Lender, copies of customers' invoices, evidence of shipment or delivery, and such further information as Lender may require. Borrower will take any and all licensessteps and observe such formalities as Lender may request from time to time to create and maintain in Lender's favor a valid and first lien upon, optionssecurity interest in and pledge of all of Borrower's Receivables and all other Collateral, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights including without limitation by way of filing financing statements and indemnifications, other notices and any substitutions, replacements, additions or model conversions of any amendments and renewals thereof that may be requested by Lender to maintain such security interest in and pledge of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoingCollateral.
Appears in 1 contract
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender of the Obligations, each Co-Borrower hereby grants to Agent for the benefit of itself and each Lender a continuing Lien upon all of such Co-Borrower’s assets, including all of the following Property and interests in Property of such Co-Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) EquipmentFinancial Assets;
(ix) Financial AssetsFixtures;
(x) FixturesGeneral Intangibles (including Payment Intangibles, Software and Intellectual Property);
(xi) General IntangiblesGoods, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiiixii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvixiii) Investment Property;
(xviixiv) money (of every jurisdiction whatsoever);
(xviiixv) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xxxvi) Security Entitlements;
(xxi) Software;
(xxiixvii) Supporting Obligations;
(xxiiixviii) Uncertificated Securities; and
(xxivxix) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided that to the extent that the provisions of any lease or license of such Collateral expressly prohibit (which prohibition is enforceable under applicable law) any assignment thereof, and the grant of security interest therein, Agent will not enforce its security interest in a Borrower’s rights under such lease or license (other than in respect of the Proceeds thereof) for so long as such prohibition continues, it being understood that upon request of Agent, Borrowers will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of Agent (and to Agent’s enforcement of such security interest) in such Agent’s rights under such lease or license.
Appears in 1 contract
Sources: Loan and Security Agreement (Restoration Hardware Inc)
Security Interest in Collateral. To secure 4.1. As security for the prompt performance, observance and payment and performance to Agent and each Lender in full of all of the Obligations, each Co-Borrower grants to Lender a security interest in, a continuing lien upon and a right of setoff against, and Borrower hereby grants assigns, transfers, pledges and sets over to Agent Lender (collectively, including any other assets of Borrower in which Lender may be granted a security interest under any Loan Document, the "Collateral"): (i) all Receivables (whether or not Eligible Receivables and whether or not specifically listed on any schedules, assignments or reports furnished to Lender) (ii) all of Borrower's property, and the proceeds thereof, now or hereafter held or received by or in transit to Lender or held by others for Lender's account, including any and all deposits, balances, sums and credits of Borrower with, and any and all claims of Borrower against, Lender, at any time existing, (iii) all credit insurance policies, and all other insurance and all guarantees relating to the Receivables or other Collateral, (iv) all books, records and other general intangibles evidencing or relating to Receivables or other Collateral and the computer hardware and software and media containing such books and records; all deposits, or other security for the benefit obligation of itself and each Lender a continuing Lien upon all of such Co-Borrower’s assetsany person under or relating to Receivables, including all of the following Property Borrower's rights and interests remedies of whatever kind or nature it may hold or acquire for the purpose of securing or enforcing Receivables; all rights and remedies of an unpaid vendor or lienor, and all proceeds of any Letter of Credit naming Borrower as beneficiary and which provides for, guarantees or assures the payment of any Receivable; (v) all accounts, instruments, chattel paper, documents, general intangibles, deposit accounts, investment property and letter of credit rights, whether or not arising out of the sale of goods or rendition of services, and including choses in Property action, causes of action, tax refunds (and claims), and reversions from terminated pension plans; (vi) all of Borrower’s Equipment; and (vii) all proceeds of such CoCollateral, in any form, including cash, non-Borrowercash items, checks, notes, drafts and other instruments for the payment of money. Such security interest in favor of Lender shall continue during the term of this Agreement and until indefeasible payment in full of all Obligations, whether now owned or existing or hereafter creatednot this Agreement shall have sooner terminated.
4.2. At Lender's request, acquired or arising Borrower will provide Lender with confirmatory assignment schedules in form satisfactory to Lender, copies of customers' invoices, evidence of performance, and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, such further information as Lender may require. Borrower will take any and all licensessteps and observe such formalities as Lender may request from time to time to create and maintain in Lender's favor a valid and first lien upon, optionssecurity interest in and pledge of all of Borrower's Receivables and all other Collateral, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights including executing all documents that may be requested by Lender to maintain such security interest in and indemnificationspledge of the Collateral. Borrower hereby authorizes Lender to file any Financing Statements under the UCC, and any substitutionsrenewals and amendments thereof, replacements, additions or model conversions naming Borrower as debtor,that are necessary to perfect and maintain the perfection of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included Lender’s security interest in the foregoingCollateral. Borrower agrees to take all steps necessary to allow Lender to comply with any Federal or state statute, all other personal property of any kind or description; together with all bookswhich, recordsin Lender’s judgment, writings, data bases, information and other property relating to, used or useful in connection if not complied with, or evidencing, embodying, incorporating or referring might afford to any of Person an interest in the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of Collateral that would be superior to Lender’s security interest in the foregoingCollateral.
Appears in 1 contract
Security Interest in Collateral. To secure 4.1 As security for the prompt performance, observance and payment and performance to Agent and each Lender in full of all of the Obligations, each Co-Borrower grants to Lender a security interest in, a continuing lien upon and a right of setoff against, and Borrower hereby grants assigns, transfers, pledges and sets over to Agent Lender (collectively, including any other assets of Borrower in which Lender may be granted a security interest, the "Collateral"): (i) all Receivables (whether or not Eligible Receivables and whether or not specifically listed on any schedules, assignments or reports furnished to Lender), (ii) all of Borrower's property, and the proceeds thereof, now or hereafter held or received by or in transit to Lender or held by others for Lender's account, including any and all deposits, balances, sums and credits of Borrower with, and any and all claims of Borrower against, Lender, at any time existing, (iii) all credit insurance policies, and all other insurance and all guarantees relating to the Receivables or other Collateral, (iv) all books, records and other general intangibles evidencing or relating to Receivables or other Collateral; all deposits, or other security for the benefit obligation of itself and each Lender a continuing Lien upon all of such Co-Borrower’s assetsany person under or relating to Receivables, including all of the following Property Borrower's rights and interests remedies of whatever kind or nature it may hold or acquire for the purpose of securing or enforcing Receivables; all right, title and interest of the Borrower in Property and to all goods relating to, or which by sale have resulted in, Receivables, including goods returned by or reclaimed or repossessed from Account Debtors and all goods described in copies of invoices delivered by Borrower to Lender; all rights of stoppage in transit, replevin, repossession and reclamation and all other rights and remedies of an unpaid vendor or lienor, and all proceeds of any Letter of Credit naming Borrower as beneficiary and which provides for, guarantees or assures the payment of any Receivable; (v) accounts, instruments, documents, chattel paper and general intangibles whether or not arising out of the sale of goods or rendition of services, and including without limitation choses in action, causes of action, tax refunds (and claims), and reversions from terminated pension plans; (vi) all investment property, deposit accounts and letter of credit rights; (vii) all of Borrower's Inventory and Equipment; and (viii) all proceeds of such Co-BorrowerCollateral, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect theretoin any form, including, without limitation, cash, non-cash items, checks, notes, drafts and other instruments for the payment of money. Such security interest in favor of Lender shall continue during the term of this Agreement and until payment in full of all Obligations, whether or not this Agreement shall have sooner terminated.
4.2 At Lender's request, Borrower will mark its ledger cards, books of account and other records relating t▇ ▇▇ceivables with appropriate notations satisfactory to Lender disclosing that the Receivables have been assigned to Lender and will provide Lender with confirmatory assignment schedules in form satisfactory to Lender, copies of customers' invoices, evidence of shipment or delivery, and such further information as Lender may require. Borrower will take any and all licensessteps and observe such formalities as Lender may request from time to time to create and maintain in Lender's favor a valid and first lien upon, optionssecurity interest in and pledge of all of Borrower's Receivables and all other Collateral, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights including without limitation by way of filing financing statements and indemnifications, other notices and any substitutions, replacements, additions or model conversions of any amendments and renewals thereof that may be requested by Lender to maintain such security interest in and pledge of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoingCollateral.
Appears in 1 contract
Security Interest in Collateral. To secure As security for the prompt payment and performance to Agent and each Lender of the ObligationsLiabilities, each Co-the Bank shall have, and the Borrower does hereby grants grant to Agent for the benefit of itself and each Lender Bank, a continuing Lien upon security interest in the following Collateral:
(a) All Accounts, Deposit Accounts, General Intangibles, Documents, Instruments, Investment Property, Chattel Paper and any other similar rights of the Borrower however created or evidenced, whether now existing or hereafter owned, acquired, created, used, or arising, specifically including, without limitation, claims, leases, agreements, license agreements, licensing fees, royalties, policies, credit insurance, guaranties, letters of credit, advices of credit, binders or certificates of insurance, deposits, documents of title, securities, security interests, licenses, goodwill, tax refunds (federal, state or local), customer lists, franchises, franchise rights, drawings, designs, marketing rights, computer programs, artwork, databases and other like business property rights, all applications to acquire such rights, for which application may at any time be made by the Borrower, together with any and all books and records pertaining thereto and any right, title or interest in any Inventory which gave rise to an Account, and all Intellectual Property throughout the world, but specifically excluding the shares of capital stock or other equity interest of Borrower in the Foreign Subsidiaries; AMENDED AND RESTATED GENERAL SECURITY AGREEMENT PAGE 2
(b) All Inventory, whether now existing or hereafter acquired and wherever located, specifically including, without limitation, all merchandise, personal property, raw materials, work in process, finished Goods, materials and supplies of every nature usable or useful in connection with the manufacturing, packing, shipping, advertising, selling, leasing or furnishing of any of such Co-Inventory and all materials of the Borrower used or consumed or to be used or consumed in the Borrower’s assetsbusiness, including together with any and all books and records pertaining thereto;
(c) All Equipment, Goods and all other tangible personal property of the following Property and interests in Property Borrower of such Co-Borrowerevery kind or nature, whether now owned or existing or hereafter createdacquired, acquired or arising and wheresoever wherever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, specifically including, any without limitation, all machinery, trucks, boats, barges, on and all licensesoff the road vehicles, optionsforklifts, warrantiestools, service contractsdies, program servicesjigs, test rightspresses, maintenance rightsappliances, support rightsimplements, improvement rightsimprovements, renewal rights and indemnificationsaccessories, attachments, parts, components, partitions, systems, and any substitutionsapparatus, replacements, additions or model conversions of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) but specifically excluding Fixtures;
(xid) General Intangibles, including Payment Intangibles and SoftwareSixty-Five Percent (65%) of the outstanding capital stock or other equity interests of each Foreign Subsidiary owned by Borrower;
(xiie) Goods All products and Proceeds of each of the foregoing, specifically including, without limitation, (including all of its Equipment, Fixtures and Inventory), i) any and all accessionsProceeds of any insurance, additionsindemnity, attachmentswarranty or guaranty payable to the Borrower from time to time, improvements(ii) any and all payments of any form whatsoever made or due and payable to the Borrower from time to time in connection with any requisition, substitutions and replacements thereto and therefor;
confiscation, condemnation, seizure or forfeiture of all or any part of the foregoing by any Governmental Authority or any Person acting under color of Governmental Authority, (xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiviii) to the extent not included in of the foregoingvalue of Collateral, claims arising out of the loss, nonconformity, or interference with the use of, defects or infringement of rights in, or damage to, the Collateral, (iv) any Stock Rights, and (v) any and all other personal property of any kind amounts from time to time paid or description; together with all books, records, writings, data bases, information and other property relating to, used payable under or useful in connection with, or evidencing, embodying, incorporating or referring to with any of the foregoing, whether or not in lieu thereof;
(f) All renewals, extensions, replacements, modifications, additions, improvements, accretions, accessions, betterments, substitutions, replacements, annexations, tools, accessories, parts and all Proceedsthe like now in, productsattached to or which may hereafter at any time be placed in or added to any Collateral, offspringwhether or not of like kind; and
(g) All rights, rentsremedies, issues, profits claims and returns of and from any demands under or in connection with each of the foregoing.
Appears in 1 contract
Sources: General Security Agreement (Bioanalytical Systems Inc)
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender of the Obligations, each Co-Borrower hereby grants to Agent for the benefit of itself and each Lender a continuing Lien upon all of such Co-Borrower’s 's assets, including all of the following Property and interests in Property of such Co-Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated SecuritiesInventory;
(iii) Chattel PaperEquipment;
(iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoingGeneral Intangibles;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xviivi) money (of every jurisdiction whatsoever)Chattel Paper, Documents and Instruments;
(xviiivii) Letter-of-Credit Rights;
(xixviii) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxiiix) Supporting Obligations;
(xxiiix) Uncertificated SecuritiesSubsidiary stock;
(xi) All monies (including deposit accounts) and other Property of any kind now or at any time or times hereafter in the possession or under the control of Lender or a bailee or Affiliate of Lender;
(xii) All accessions to, substitutions for and all replacements, products and cash and non-cash proceeds of (i) through (xi) above, including, without limitation, proceeds of and unearned premiums with respect to insurance policies insuring any of the Collateral;
(xiii) all of Borrower's right, title and interest in and to (a) its respective goods and other property including, but not limited to, all merchandise returned or rejected by customers, relating to or securing any of the Accounts; (b) all of Borrower's rights as a consignor, a consignee, an unpaid vendor, mechanic, artisan, or other lien or, including stoppage in transit, setoff, detinue, replevin, reclamation and repurchase; (c) all additional amounts due to Borrower from any customer relating to the Receivables; (d) other property, including warranty claims, relating to any goods securing this Agreement; (e) to the extent Borrower are not expressly prohibited by the terms of the following to grant a security interest in such rights, all of Borrower's contract rights, rights of payment which have been earned under a contract right, instruments, documents, chattel paper, warehouse receipts, deposit accounts, money, securities and investment property; (f) if and when obtained by Borrower, all real and personal property of third parties in which Borrower has been granted a lien or security interest as security for the payment or enforcement of Accounts; and (g) any other goods, personal property or real property now owned or hereafter acquired in which Borrower has expressly granted a security interest or may in the future grant a security interest to Lender hereunder, or in any amendment or supplement hereto or thereto, or under any other agreement between Lender and Borrower;
(xiv) all of Borrower's ledger sheets, ledger cards, files, correspondence, records, books of account, business papers, computers, computer software (owned by Borrower or in which either has an interest), computer programs, tapes, disks and documents relating to any of the assets or property described in this definition;
(xv) all of the collateral referred to in the Loan Documents and all other property and assets that is intended to be subject to any Lien in favor of the Lender for the benefit of the Lender; and
(xxivxvi) to the extent not included in the foregoing, all other personal property proceeds and products of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoingassets or property described in this definition in whatever form, including, but not limited to: cash, deposit accounts (whether or not comprised solely of proceeds), certificates of deposit, insurance proceeds (including hazard, flood and all Proceedscredit insurance), productsnegotiable instruments, offspringinvestment property and other instruments for the payment of money, rentschattel paper, issuessecurity agreements, profits documents, eminent domain proceeds, condemnation proceeds and returns of and from any of the foregoingtort claim proceeds.
Appears in 1 contract
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender of the Obligations, each Co-Borrower hereby grants to Agent for the benefit of itself and each Lender a continuing Lien upon all of each such Co-Borrower’s assets, including all of the following Property and interests in Property of each such Co-Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal CHICAGO/#1571873.4 rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures, other than Fixtures which secure Existing Mortgage Indebtedness;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of CHICAGO/#1571873.4 the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided that to the extent that the provisions of any lease or license of Computer Hardware and Software or Intellectual Property expressly prohibit (which prohibition is enforceable under applicable law) any assignment thereof, and the grant of a security interest therein, Agent will not enforce its security interest in any Borrower’s rights under such lease or license (other than in respect of the Proceeds thereof) for so long as such prohibition continues, it being understood that upon request of Agent, the applicable Borrower will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of Agent (and to Agent’s enforcement of such security interest) in Agent’s rights under such lease or license.
Appears in 1 contract
Security Interest in Collateral. To secure 4.1 As security for the prompt performance, observance and payment and performance to Agent and each Lender in full of all of the Obligations, each Co-Borrower grants to Lender a security interest in, a continuing lien upon and a right of setoff against, and Borrower hereby grants assigns, transfers, pledges and sets over to Agent Lender (collectively, including any other assets of Borrower in which Lender may be granted a security interest, the "Collateral"): (i) all Receivables (whether or not Eligible Receivables and whether or not specifically listed on any schedules, assignments or reports furnished to Lender), (ii) all of Borrower's property, and the proceeds thereof, now or hereafter held or received by or in transit to Lender or held by others for Lender's account, including any and all deposits, balances, sums and credits of Borrower with, and any and all claims of Borrower against, Lender, at any time existing, (iii) all credit insurance policies, and all other insurance and all guarantees relating to the Receivables or other Collateral, (iv) all books, records and other general intangibles evidencing or relating to Receivables or other Collateral; all deposits, or other security for the benefit obligation of itself and each Lender a continuing Lien upon all of such Co-Borrower’s assetsany person under or - relating to Receivables, including all of the following Property Borrower's rights and interests remedies of whatever kind or nature it may hold or acquire for the purpose of securing or enforcing Receivables; all right, title and interest of the Borrower in Property and to all goods relating to, or which by sale have resulted in, Receivables, including goods returned by or reclaimed or repossessed from Account Debtdts and all goods described in copies of invoices delivered by Borrower to Lender; all rights of stoppage in transit, replevin, repossession and reclamation and all other rights and remedies of an unpaid vendor or lienor, and all proceeds of any Letter of Credit naming Borrower as beneficiary and which provides for, guarantees or assures the payment of any Receivable; (v) all general intangibles whether or not arising out of the sale of goods or rendition of services, and including without limitation choses in action, causes of action, tax refunds (and claims), and reversions from terminated pension plans; and (vi) all proceeds of such Co-BorrowerCollateral, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect theretoin any form, including, without limitation, cash, non-cash items, checks, notes, drafts and other instruments for the payment of money. Such security interest in favor of Lender shall continue during the term of this Agreement and until payment in full of all Obligations, whether or not this Agreement shall have sooner terminated.
4.2 At Lender's request, Borrower will ▇▇▇▇ its ledger cards, books of account and other records relating to Receivables With appropriate notations satisfactory to Lender disclosing that the Receivables have been assigned to Lender and will provide Lender with confirmatory assignment schedules in form satisfactory to Lender, copies of customers' invoices, evidence of shipment or delivery, and such further information as Lender may require. Borrower will take any and all licensessteps and observe such formalities as Lender may request from time to time to create and maintain in Lender's favor a valid and first lien upon, optionssecurity interest in and pledge of all of Borrower's Receivables and all other Collateral, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights including without limitation by way of filing financing statements and indemnifications, other notices and any substitutions, replacements, additions or model conversions of any amendments and renewals thereof that may be requested by Lender to maintain such security interest in and pledge of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoingCollateral.
Appears in 1 contract
Security Interest in Collateral. To secure As security for the prompt payment and performance to Agent and each Lender of the ObligationsLiabilities, each Co-the Bank shall have, and the Borrower does hereby grants grant to Agent for the benefit of itself and each Lender Bank, a continuing Lien upon security interest in the following Collateral:
(a) All Accounts, Deposit Accounts, General Intangibles, Documents, Instruments, Investment Property, Chattel Paper and any other similar rights of the Borrower however created or evidenced, whether now existing or hereafter owned, acquired, created, used, or arising, specifically including, without limitation, claims, leases, agreements, license agreements, licensing fees, royalties, policies, credit insurance, guaranties, letters of credit, advices of credit, binders or certificates of insurance, deposits, documents of title, securities, security interests, licenses, goodwill, tax refunds (federal, state or local), customer lists, franchises, franchise rights, drawings, designs, marketing rights, computer programs, artwork, databases and other like business property rights, all applications to acquire such rights, for which application may at any time be made by the Borrower, together with any and all books and records pertaining thereto and any right, title or interest in any Inventory which gave rise to an Account, and all Intellectual Property throughout the world, but specifically excluding the shares of capital stock or other equity interest of Borrower in the Foreign Subsidiaries;
(b) All Inventory, whether now existing or hereafter acquired and wherever located, specifically including, without limitation, all merchandise, personal property, raw materials, work in process, finished Goods, materials and supplies of every nature usable or useful in connection with the manufacturing, packing, shipping, advertising, selling, leasing or furnishing of any of such Co-Inventory and all materials of the Borrower used or consumed or to be used or consumed in the Borrower’s assetsbusiness, including together with any and all books and records pertaining thereto;
(c) All Equipment, Goods and all other tangible personal property of the following Property and interests in Property Borrower of such Co-Borrowerevery kind or nature, whether now owned or existing or hereafter createdacquired, acquired or arising and wheresoever wherever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, specifically including, any without limitation, all machinery, trucks, boats, barges, on and all licensesoff the road vehicles, optionsforklifts, warrantiestools, service contractsdies, program servicesjigs, test rightspresses, maintenance rightsappliances, support rightsimplements, improvement rightsimprovements, renewal rights and indemnificationsaccessories, attachments, parts, components, partitions, systems, and any substitutionsapparatus, replacements, additions or model conversions of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) but specifically excluding Fixtures;
(xid) General Intangibles, including Payment Intangibles and SoftwareSixty-Five Percent (65%) of the outstanding capital stock or other equity interests of each Foreign Subsidiary owned by Borrower;
(xiie) Goods All products and Proceeds of each of the foregoing, specifically including, without limitation, (including all of its Equipment, Fixtures and Inventory), i) any and all accessionsProceeds of any insurance, additionsindemnity, attachmentswarranty or guaranty payable to the Borrower from time to time, improvements(ii) any and all payments of any form whatsoever made or due and payable to the Borrower from time to time in connection with any requisition, substitutions and replacements thereto and therefor;
confiscation, condemnation, seizure or forfeiture of all or any part of the foregoing by any Governmental Authority or any Person acting under color of Governmental Authority, (xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiviii) to the extent not included in of the foregoingvalue of Collateral, claims arising out of the loss, nonconformity, or interference with the use of, defects or infringement of rights in, or damage to, the Collateral, (iv) any Stock Rights, and (v) any and all other personal property of any kind amounts from time to time paid or description; together with all books, records, writings, data bases, information and other property relating to, used payable under or useful in connection with, or evidencing, embodying, incorporating or referring to with any of the foregoing, whether or not in lieu thereof;
(f) All renewals, extensions, replacements, modifications, additions, improvements, accretions, accessions, betterments, substitutions, replacements, annexations, tools, accessories, parts and all Proceedsthe like now in, productsattached to or which may hereafter at any time be placed in or added to any Collateral, offspringwhether or not of like kind; and
(g) All rights, rentsremedies, issues, profits claims and returns of and from any demands under or in connection with each of the foregoing.
Appears in 1 contract
Sources: General Security Agreement (Bioanalytical Systems Inc)
Security Interest in Collateral. To secure As security for the prompt performance, observance and payment and performance to Agent and each Lender in full of all of the Obligations, each Co-Borrower grants to Lender a security interest in, a continuing lien upon and a right of setoff against, and Borrower hereby grants assigns, transfers, pledges and sets over to Agent Lender as security (collectively, including any other assets of Borrower in which Lender may be granted a security interest under any Loan Document, the “Collateral”): (i) all Receivables (whether or not Eligible Receivables and whether or not specifically listed on any schedules, assignments or reports furnished to Lender) (ii) all of Borrower's property, and the proceeds thereof, now or hereafter held or received by or in transit to Lender or held by others for Lender's account, including any and all deposits, balances, sums and credits of Borrower with, and any and all claims of Borrower against, Lender, at any time existing, (iii) all credit insurance policies, and all other insurance and all guarantees relating to the Receivables or other Collateral, (iv) all books, records and other general intangibles evidencing or relating to Receivables or other Collateral and the computer hardware and software and media containing such books and records; all deposits, or other security for the benefit obligation of itself and each Lender a continuing Lien upon any person under or relating to Receivables, all of such Co-the Borrower’s assets's rights and remedies of whatever kind or nature it may hold or acquire for the purpose of securing or enforcing Receivables; all right, title and interest of the Borrower in and to all goods relating to, or which by sale have resulted in, Receivables, including goods returned by or reclaimed or repossessed from Account Debtors and all goods described in copies of invoices delivered by Borrower to Lender; all rights of stoppage in transit, replevin, repossession and reclamation and all other rights and remedies of an unpaid vendor or lienor, and all proceeds of any Letter of Credit naming Borrower as beneficiary and which provides for, guarantees or assures the payment of any Receivable; (v) all accounts, instruments, chattel paper, documents, general intangibles (but excluding all rights in intellectual property, including all rights in tradenames, trademarks, tradestyles, service marks, know how copyrights and patents and applications therefor), deposit accounts, investment property and letter of credit rights, whether or not arising out of the following Property sale of goods or rendition of services, and interests including choses in Property action, causes of action, tax refunds (and claims), and reversions from terminated pension plans; (vi) all of Borrower’s Inventory and Equipment; and (vii) all proceeds of such CoCollateral, in any form, including cash, non-Borrowercash items, checks, notes, drafts and other instruments for the payment of money. Such security interest in favor of Lender shall continue during the term of this Agreement and until indefeasible payment in full of all Obligations, whether now owned or existing not this Agreement shall have sooner terminated.
4.1. At Lender's request, Borrower will provide Lender with confirmatory assignment schedules in form reasonably satisfactory to Lender, copies of customers' invoices, evidence of shipment or hereafter createddelivery, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, such further information as Lender may reasonably require. Borrower will take any and all licensessteps and observe such formalities as Lender may reasonably request from time to time to create and maintain in Lender's favor a valid and first lien upon, optionssecurity interest in and pledge of all of Borrower's Receivables and all other Collateral, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights including executing all documents that may be requested by Lender to maintain such security interest in and indemnificationspledge of the Collateral. Borrower hereby authorizes Lender to file any Financing Statements under the UCC, and any substitutionsrenewals and amendments thereof, replacementswhether before or after an Event of Default, additions or model conversions naming Borrower as debtor that are necessary to perfect and maintain the perfection of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included Lender’s security interest in the foregoingCollateral. Borrower agrees to take all steps necessary to allow Lender to comply with any Federal or state statute, all other personal property of any kind or description; together with all bookswhich, recordsin Lender’s judgment, writings, data bases, information and other property relating to, used or useful in connection if not complied with, or evidencing, embodying, incorporating or referring might afford to any of Person an interest in the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of Collateral that would be superior to Lender’s security interest in the foregoing.Collateral.
Appears in 1 contract
Sources: Financing Agreement (Emagin Corp)
Security Interest in Collateral. To secure the prompt payment and performance to Agent, Tranche B Agent and each Lender of the Obligations, each Co-Borrower hereby grants to Agent Agent, for the benefit of itself itself, Tranche B Agent and each Lender in accordance with the priorities set forth herein, a continuing Lien upon all of such Co-Borrower’s 's assets, including all of the following Property and interests in Property of such Co-Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located, but excluding any Excluded Property of such Borrower:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing.
Appears in 1 contract
Sources: Loan and Security Agreement (Falcon Products Inc /De/)
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender Lenders of the Obligations, each Co-Borrower hereby grants to Agent for on behalf of the benefit of itself and each Lender Lenders a continuing security interest in and Lien upon all of such Co-Borrower’s assets, including all of the following Property and interests in Property of such Co-Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(ia) Accounts;
(iib) Certificated Securities;
(iiic) Chattel Paper (including Electronic Chattel Paper);
(ivd) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(ve) Contract Rights;
(vif) Deposit Accounts;
(viig) Documents;
(viiih) Equipment;
(ixi) Financial Assets;
(xj) Fixtures;
(xik) General Intangibles, including Payment Intangibles and Software;
(xiil) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiiim) Instruments;
(xivn) Intellectual Property;
(xvo) Inventory;
(xvip) Investment Property;
(xviiq) money (of every jurisdiction whatsoever);
(xviiir) Letter-of-Credit Rights;
(xixs) Payment Intangibles;
(xxt) Security Entitlements;
(xxiu) Software;
(xxiiv) Supporting Obligations;
(xxiiiw) Uncertificated Securities; and
(xxivx) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided that to the extent that the provisions of any lease or license of Computer Hardware and Software or Intellectual Property expressly prohibit (which prohibition is enforceable under applicable law) any assignment thereof, and the grant of a security interest therein, Agent will not enforce its security interest in Borrower's rights under such lease or license (other than in respect of the Proceeds thereof) for so long as such prohibition continues, it being understood that upon request of Agent, Borrower will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of Agent (and to Agent's enforcement of such security interest) in such Agent's rights under such lease or license.
Appears in 1 contract
Sources: Loan and Security Agreement (Cal Dive International Inc)
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender the Credit Parties of the Obligations, each Co-Borrower Loan Party hereby grants to Agent the Agent, for the ratable benefit of itself and each Lender the Credit Parties, a continuing Lien upon all of such Co-BorrowerLoan Party’s assets, including all of the following Property property and interests in Property property of such Co-BorrowerLoan Party (but, for the avoidance of doubt, expressly excluding the Excluded Assets and the Excluded Deposit Accounts), whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(ia) all Accounts;
(iib) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect theretoGoods, including, any and without limitation, 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;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods Equipment (including all of its EquipmentRolling Stock), Fixtures and Inventory;
(c) all Chattel Paper (whether tangible or electronic);
(d) the Commercial Tort Claims specified on Schedule 4.01;
(e) all Deposit Accounts, all cash, and all accessions, additions, attachments, improvements, substitutions and replacements other property from time to time deposited therein or otherwise credited thereto and thereforthe monies and property in the possession or under the control of the Agent, on behalf of the Credit Parties, or any affiliate, representative, agent or correspondent of the Lender;
(xiiif) Instrumentsall Documents
(g) all General Intangibles (including, without limitation, all Payment Intangibles, Intellectual Property and Licenses);
(xivh) Intellectual Propertyall Instruments (including, without limitation, Promissory Notes);
(xvi) Inventory;
(xvi) all Investment Property;
(xviij) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit all Letter‑of‑Credit Rights;
(xixk) Payment Intangiblesall Pledged Interests;
(xxl) Security Entitlements;
(xxi) Software;
(xxii) all Supporting Obligations;
(xxiiim) Uncertificated Securities; andthe Centrex Acquisition Documents, Seller Undertakings and Payments;
(xxivn) to the extent not included in the foregoing, all refunds for Taxes,
(o) all other tangible and intangible personal property of any kind such Loan Party (whether or description; together with not subject to the UCC or PPSA), including, without limitation, all books, records, writings, data bases, information bank and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, accounts and all Proceedscash and all investments therein, all proceeds, products, offspring, accessions, rents, issuesprofits, profits income, benefits, substitutions and returns replacements of and from to any of the foregoingproperty of such Loan Party described in the preceding clauses of this Section 4.01 hereof (including, without limitation, any Insurance Proceeds thereon and all causes of action, claims and warranties now or hereafter held by such Loan Party in respect of any of the items listed above), and all books, correspondence, files and other Records including, without limitation, all tapes, disks, cards, Software, data and computer programs in the possession or under the control of such Loan Party or any other Person from time to time acting for such Loan Party that at any time evidence or contain information relating to any of the property described in the preceding clauses of this Section 4.01 hereof or are otherwise necessary or helpful in the collection or realization thereof; and
(p) all Proceeds, including all Cash Proceeds and Noncash Proceeds, and products of any and all of the foregoing Collateral;
(I) in each case howsoever such Loan Party’s interest therein may arise or appear (whether by ownership, security interest, claim or otherwise).
(II) Notwithstanding anything herein to the contrary, for the avoidance of doubt, the term “Collateral” shall not include, and no Loan Party is pledging, nor granting a security interest hereunder in, any Excluded Assets and the Excluded Deposit Accounts.
Appears in 1 contract
Sources: Second Lien Credit and Security Agreement (Katy Industries Inc)
Security Interest in Collateral. To secure 4.1. As security for the prompt performance, observance and payment and performance to Agent and each Lender in full of all of the Obligations, each Co-Borrower grants to Lender a security interest in, a continuing lien upon and a right of setoff against, and Borrower hereby grants assigns, transfers, pledges and sets over to Agent Lender (collectively, including any other assets of Borrower in which Lender may be granted a security interest under any Loan Document, the “Collateral”): (i) all Receivables (whether or not Eligible Receivables and whether or not specifically listed on any schedules, assignments or reports furnished to Lender) (ii) all of Borrower’s property, and the proceeds thereof, now or hereafter held or received by or in transit to Lender or held by others for Lender’s account, including any and all deposits, balances, sums and credits of Borrower with, and any and all claims of Borrower against, Lender, at any time existing, (iii) all credit insurance policies, and all other insurance and all guarantees relating to the Receivables or other Collateral, (iv) all books, records and other general intangibles evidencing or relating to Receivables or other Collateral and the computer hardware and software and media containing such books and records; all deposits, or other security for the benefit obligation of itself and each Lender a continuing Lien upon all of such Co-Borrower’s assetsany person under or relating to Receivables, including all of the following Property Borrower’s rights and interests remedies of whatever kind or nature it may hold or acquire for the purpose of securing or enforcing Receivables; all right, title and interest of the Borrower in Property and to all goods relating to, or which by sale have resulted in, Receivables, including goods returned by or reclaimed or repossessed from Account Debtors and all goods described in copies of invoices delivered by Borrower to Lender; all rights of stoppage in transit, replevin, repossession and reclamation and all other rights and remedies of an unpaid vendor or lienor, and all proceeds of any Letter of Credit naming Borrower as beneficiary and which provides for, guarantees or assures the payment of any Receivable; (v) all accounts, instruments, chattel paper, documents, general intangibles, deposit accounts, investment property and letter of credit rights, whether or not arising out of the sale of goods or rendition of services, and including choses in action, causes of action, tax refunds (and claims), and reversions from terminated pension plans; (vi) all of Borrower’s Inventory and Equipment; and (vii) all proceeds of such CoCollateral, in any form, including cash, non-Borrowercash items, checks, notes, drafts and other instruments for the payment of money. Such security interest in favor of Lender shall continue during the term of this Agreement and until indefeasible payment in full of all Obligations, whether now owned or existing not this Agreement shall have sooner terminated.
4.2. At Lender’s request, Borrower will provide Lender with confirmatory assignment schedules in form satisfactory to Lender, copies of customers’ invoices, evidence of shipment or hereafter createddelivery, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, such further information as Lender may reasonably require. Borrower will take any and all licensessteps and observe such formalities as Lender may reasonably request from time to time to create and maintain in Lender’s favor a valid and first lien upon, optionssecurity interest in and pledge of all of Borrower’s Receivables and all other Collateral, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights including executing all documents that may be reasonably requested by Lender to maintain such security interest in and indemnificationspledge of the Collateral. Borrower hereby authorizes Lender to file any Financing Statements under the UCC, and any substitutionsrenewals and amendments thereof, replacementsnaming Borrower as debtor, additions or model conversions that are necessary to perfect and maintain the perfection of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included Lender’s security interest in the foregoingCollateral. Borrower agrees to take all steps necessary to allow Lender to comply with any Federal or state statute, all other personal property of any kind or description; together with all bookswhich, recordsin Lender’s judgment, writings, data bases, information and other property relating to, used or useful in connection if not complied with, or evidencing, embodying, incorporating or referring might afford to any of Person an interest in the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of Collateral that would be superior to Lender’s security interest in the foregoingCollateral.
Appears in 1 contract
Security Interest in Collateral. 5.1.1 To secure the prompt payment and performance to Agent and each Lender of the ObligationsDomestic Obligations (including, each Co-without limitation, the obligations of Domestic Borrower under the Domestic Borrower Guaranty), Domestic Borrower hereby grants to Administrative Agent for the benefit of itself itself, Canadian Agent, each Lender and each Lender Bank Product Provider, a continuing Lien upon all of such Co-Domestic Borrower’s assets, including all of the following Property and interests in Property of such Co-Domestic Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(ia) Accounts;
(iib) Certificated Securities;
(iiic) Chattel Paper;
(ivd) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(ve) Contract Rights;
(vif) Deposit Accounts;
(viig) Documents;
(viiih) Equipment;
(ixi) Financial Assets;
(xj) Fixtures;
(xik) General Intangibles, including Payment Intangibles and Software;
(xiil) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiiim) Instruments;
(xivn) Intellectual Property;
(xvo) Inventory;
(xvip) Investment Property;
(xviiq) money (of every jurisdiction whatsoever);
(xviiir) Letter-of-Credit Rights;
(xixs) Payment Intangibles;
(xxt) Security Entitlements;
(xxiu) Software;
(xxiiv) Supporting Obligations;
(xxiiiw) Uncertificated Securities; and
(xxivx) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided that (i) to the extent that the provisions of any lease or license of Computer Hardware and Software or Intellectual Property expressly prohibit (which prohibition is enforceable under applicable law) any assignment thereof, and the grant of a security interest therein, Administrative Agent will not enforce its security interest in Domestic Borrower’s rights under such lease or license (other than in respect of the Proceeds thereof) for so long as such prohibition continues, it being understood that upon request of Administrative Agent, Domestic Borrower will in good faith use reasonable efforts (other than the payment of money) to obtain consent for the creation of a security interest in favor of Administrative Agent (and to Administrative Agent’s enforcement of such security interest) in Domestic Borrower’s rights under such lease or license, (ii) with respect to other contracts or agreements, Contract Rights of Domestic Borrower will be excluded from Domestic Collateral to the extent assignment is expressly prohibited by the underlying contract or agreement (which prohibition is enforceable under applicable law), it being understood that upon request of Administrative Agent, Domestic Borrower will in good faith use reasonable efforts (other than the payment of money) to obtain consent for the creation of a security interest in favor of Administrative Agent (and to Administrative Agent’s enforcement of such security interest) in Domestic Borrower’s rights under such contract or agreement, (iii) that the Domestic Collateral described above (A) shall not include any of Domestic Borrower’s equity interests in Channel de Mexico S.A. de C.V., CC Holdings, Inc., or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and (B) shall, with respect to each of ▇▇▇▇▇▇▇▇ Commercial Canada, Inc. and ▇▇▇▇▇▇▇▇ Commercial Hong Kong Limited, be limited to 65% of the issued and outstanding Securities of each such entity.
5.1.2 To secure the prompt payment and performance of the Canadian Obligations, Canadian Borrower hereby grants to Canadian Agent for the benefit of itself, Canadian Lender, and each Canadian Participating Lender, a continuing security interest upon all of Canadian Borrower’s assets, including all of the following Property and interests in Property of Canadian Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(a) Accounts;
(b) Certificated Securities;
(c) Chattel Paper;
(d) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(e) Contract Rights;
(f) Deposit Accounts;
(g) Documents;
(h) Equipment;
(i) Financial Assets;
(j) Fixtures;
(k) General Intangibles, including Payment Intangibles and Software;
(l) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(m) Instruments;
(n) Intellectual Property;
(o) Inventory;
(p) Investment Property;
(q) money (of every jurisdiction whatsoever);
(r) Letter-of-Credit Rights;
(s) Payment Intangibles;
(t) Security Entitlements;
(u) Software;
(v) Supporting Obligations;
(w) Uncertificated Securities; and
(x) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided, however, that notwithstanding the foregoing this Section 5.1.2 shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any applicable law, requires a consent not obtained of any governmental authority pursuant to such applicable law or is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under any contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, any applicable shareholder or similar agreement, except to the extent that such applicable law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law, it being understood that upon request of Canadian Agent, Canadian Borrower will in good faith use reasonable efforts (other than the payment of money) to obtain any such required consent. In addition to the foregoing grant of a security interest, Canadian Borrower shall execute and deliver such debentures, hypothecs, pledges and other security agreements as Canadian Agent may reasonably request to provide Canadian Agent with a first-priority perfected Lien on all assets of Canadian Borrower. In the event of a conflict between this Section 5.1.2 and the Security Documents executed by Canadian Borrower, the latter shall govern.
Appears in 1 contract
Sources: Loan and Security Agreement (Channell Commercial Corp)
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each the Lender of the Obligations, each Co-the Borrower hereby grants to Agent for the benefit of itself and each Lender a continuing Lien upon all of such Co-Borrower’s assetsits assets (the "Collateral"), including all of the following Property and interests in Property of such Co-the Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoingCommercial Tort Claims;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and SoftwareIntangibles;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Letter of Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiiixxii) Uncertificated Securities; and
(xxivxxiii) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data basesdatabases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing.
Appears in 1 contract
Security Interest in Collateral. To secure As security for the prompt payment Loans and performance to Agent and each Lender of the all other Obligations, each Co-Borrower hereby pledges, assigns and grants to Agent for the benefit of itself and each Lender a continuing Lien upon all of such Co-Borrower’s assets, including Lenders first priority Liens on all of the following Property tangible and interests in Property intangible real and personal property and fixtures of such Co-Borrower, whether now owned or existing or hereafter created, acquired or arising arising, together with any and wheresoever located:all additions thereto and replacements therefor and all proceeds and products thereof, including without limitation all Property described below, and all other Property and interests in Property, real or personal, now owned or leased or hereafter acquired or leased, now or hereafter pledged or assigned as collateral security for payment of any of the Obligations (hereinafter referred to collectively as the "Collateral"):
(a) all tangible personal property, including without limitation all present and future goods, inventory, equipment, merchandise, furniture, fixtures, supplies, motor vehicles, rolling stock, machinery, tools, computers, computer software and associated equipment now owned or hereafter acquired, including, without limitation, all tangible personal property used in the operation of the business of such Borrower;
(b) all rights under all present and future authorizations, permits, licenses and franchises issued, granted or licensed to each Borrower for the operation of its business;
(c) all patents, patent registrations and patent applications, processes, formulae, trade secrets, registered and common law trademarks (including service marks), trademark registrations and applications, trade names, exclusive and nonexclusive licenses from third parties of the right to use patents, patent applications, processes, formulae, trade secrets and trademarks of such third parties, along with any and all (i) Accounts;
renewals thereof, (ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware income, royalties, damages and Software payments now and all rights hereafter due and/or payable with respect thereto, including, without limitation, damages, claims and payments for past or future infringements thereof, (iii) rights to sue for past, presen▇ ▇nd future infringements thereof, and (iv) foreign patents, patent registrations and patent applications, trademarks, trademark registrations, and trade name applications for any thereof and any other rights corresponding thereto throughout the world;
(d) all copyrights, whether statutory or common law, owned by or assigned to such Borrower, all exclusive and nonexclusive licenses from third parties or rights to use copyrights owned by such third parties, along with any and all licenses(i) renewals and extensions thereof, options(ii) income, warrantiesroyalties, service damages, claims and payments now and hereafter due and/or payable with respect thereto, including, without limitation, damages and payments for past, present or future infringements thereof, (iii) rights to sue for past, presen▇ ▇nd future infringements thereof, and (iv) foreign copyrights and any other rights corresponding thereto throughout the world;
(e) any other intellectual property of such Borrower;
(f) all rights under all present and future contracts and agreements and all present and future leases of real and personal property;
(g) all shares of capital stock of and/or other equity interests in any Borrower or any other Person held by such Borrower, except the stock in the entities listed on Schedule 4.1;
(h) all other personal property, including, without limitation, all present and future accounts, accounts receivable, cash, cash equivalents, deposits, deposit accounts, loss carry back, tax refunds, all causes of action and choses in action (other than the net proceeds of causes of action arising under avoidance provisions of the Bankruptcy Code, to the extent of the costs of collection and amounts in excess of the sum of the costs of collection and the Carve-Out), investment property, capital stock, securities, partnership interests, limited liability company interests, contracts, program services, test contract rights, maintenance rightsgeneral intangibles (including without limitation, support rightsall customer and advertiser mailing lists, improvement rightsintellectual property, renewal rights patents, copyrights, trademarks, trade secrets, trade names, domain names, goodwill, customer lists, advertiser lists, indexes, lists, data and indemnificationsother documents and papers relating thereto, blueprints, designs, charts, and research and development, whether on paper, recorded electronically or otherwise), all websites (including without limitation, all content, HTML documents, audiovisual material, software, data, hardware, access lines, connections, copyrights, trademarks, patents and trade secrets relating to such websites) and domain names, any substitutionsinformation stored on any medium, replacementsincluding electronic medium, additions or model conversions of related to any of the foregoingpersonal property of such Borrower, all financial books and records and other books and records relating, in any manner, to the business of such Borrower, all proposals and cost estimates and rights to performance, all instruments and promissory notes, documents and chattel paper, and all debts, obligations and liabilities in whatever form owing to such Borrower from any person, firm or corporation or any other legal entity, whether now existing or hereafter arising, now or hereafter received by or belonging or owing to such Borrower, and all guaranties and security therefor, and all letter of credit and other supporting obligations in respect of such debts, obligations and liabilities;
(vi) Contract Rightsall right, title and interest of such Borrower in and to all real property, whether now owned or hereafter acquired by such Borrower, together with all improvements now or hereafter located on such real property and all easements and appurtenances thereto, the land lying within any street or roadway adjoining any such real property, any vacated or hereafter vacated street or alley adjoining any such real property; and any strips and gores adjoining any such real property, all and singular the passages, waters, water rights (whether tributary or non-tributary or not non-tributary), water courses, riparian rights, wells, well permits, ▇▇▇▇r stock, other rights, liberties and privileges thereof or in any way now or hereafter appertaining to any such real property, including homestead and any other claim at law or in equity, as well as any after-acquired title, franchise or license, and the reversion and reversions and remainder and remainders thereof, all rents, royalties, income (including, without limitation, operating income), receipts, revenues, issues, and profits of and from the use, operation, or enjoyment of any such real property and improvements, all machinery, apparatus, equipment, fittings, fixtures (whether actually or constructively attached or incorporated, and including all trade, domestic, and ornamental fixtures) now or hereafter located in, upon, or under any such real property or improvements and used or usable in connection with any present or future operation thereof, including but not limited to all lighting, utility, and power equipment, engines, pipes, pumps, tanks, motors, conduits, utility systems, plumbing, lifting, cleaning, fire prevention, fire extinguishing, signage, heating, air-conditioning, communication apparatus, water heaters, ranges, furnaces, appliances, refrigerators, stoves, shades, awnings, screens, storm doors and windows, attached cabinets, rugs, carpets and draperies and all additions thereto and replacements therefor, all plans and specifications for the improvements on any such real property, soil, environmental, engineering, land planning maps, surveys and other studies and reports concerning any such real property or prepared for the orderly planning and development of any such real property, including all plans, drawings and studies concerning the platting or replatting of any such real property, all marketing related materials prepared to market the improvements on any such real property, including, but not limited to, any sales center, scale models, marketing brochures, presentations and advertising signs, all contracts and subcontracts relating to the improvements on any such real property, or any thereof, all awards and payments, including interest thereon, resulting from the exercise of any right of eminent domain or any other public or private taking of, casualty or injury to, or decrease in the value of, any of such real property, including without limitation all property insurance payments, proceeds and policies related to such real property, and all other and greater rights and interests of every nature in all such real property and in the possession or use thereof and income therefrom, whether now owned or subsequently acquired by such Borrower;
(vij) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangiblesall right, including Payment Intangibles title and Software;
(xii) Goods (including interest of such Borrower in and to all of its Equipmentfixtures, Fixtures fittings, building machinery, building apparatus, building equipment, building and Inventory)other materials intended to be affixed to or incorporated into any real property, supplies, and other tangible personal property in the nature of fixtures affixed to any such real property for the operation of the buildings now owned or hereafter acquired by any Borrower and used, intended for use, or reasonably required in the development, construction, reconstruction, alteration, repair, or operation of any such real property and any improvements or infrastructure located thereon, together with all accessionsaccessions thereto, additionsreplacements and substitutions therefor, attachments, improvements, substitutions proceeds thereof and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securitiesappurtenances thereto; and
(xxivk) all licenses, permits, franchises, and other entitlements to use and all rights thereto which have been issued by or which are pending before any governmental or quasi-governmental agency which are necessary or appropriate for the extent not included in the foregoing, all other personal property use or operation of any kind real property or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoingimprovements thereon, and all Proceedswater taps, productssewer taps, offspringbuilding permits, rentscurb cut permits, issuesstorm water discharge permits, profits and returns of and refunds, rebates or deposits due or to become due from any utility companies or governmental entity, agency, authority, board, commission, or governing body authorized by federal, state or local laws or regulations as having jurisdiction over any real property, and the absolute right to all of such Borrower's rights in and to contract rights related to the ownership or operation of any real property, leases, concessions, operating systems, warranties, licenses, plans, drawings and other items of intangible personal property relating to the ownership or operation of any such real property. Any of the foregoing terms that are defined in the Uniform Commercial Code shall have the meaning provided in the Uniform Commercial Code, as amended and in effect from time to time, as supplemented and expanded by the foregoing. The Uniform Commercial Code shall incorporate reference to Article 9 as in effect on the date hereof and as amended by Revised Article 9 with an effective date of July 1, 2001. The pledge, assignment and grant of Liens in favor of Lenders on the Collateral is sometimes referred to herein as the "Lenders' Security Interest". Notwithstanding anything to the contrary in this Section 4.1, the Collateral does not include any shares of capital stock of or property or assets of Capitol Dental Care, Inc., an Oregon corporation ("Capitol Dental"), Managed Dental Care of Oregon, Inc., an Oregon corporation ("Managed Dental"), and Dedicated Dental Systems, Inc., a California corporation ("Dedicated Dental").
Appears in 1 contract
Sources: Post Petition Loan and Security Agreement (Interdent Inc)
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender Lenders of the ObligationsObligations and satisfaction by Borrowers of all covenants and undertakings contained in the Loan Documents, each Co-Borrower hereby grants to Agent Agent, for the ratable benefit of itself and each Lender Lenders, a continuing security interest in and Lien upon all of such Co-Borrower’s assets, including all of 's Property (other than Equipment and Fixtures and any General Intangibles or insurance proceeds to the following Property and interests in Property of such Co-Borrowerextent related to Equipment or Fixtures), whether now owned or existing or hereafter created, acquired or arising and wheresoever wherever located, including without limitation the following:
(i) AccountsAccounts (specifically including Health-Care-Insurance Receivables);
(ii) Certificated SecuritiesInventory and other Goods, and all accessions, additions, attachments, improvements; substitutions and replacements thereto and therefor;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoingInstruments;
(v) Documents;
(vi) General Intangibles (specifically including Payment Intangibles and Software);
(vii) Deposit Accounts;
(viii) Investment Property (specifically including Certificated Securities, Security Entitlements and Uncertificated Securities) and Financial Assets (provided that the pledge of and creation of a security interest in and Lien upon any capital stock issued by a corporation organized in a jurisdiction outside the United States shall be limited to sixty-five percent (65%) of such capital stock);
(ix) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xvxi) Inventory;
(xvi) Investment Property;
(xvii) money Money (of every jurisdiction whatsoever);
(xviiixii) Letter-of-Credit Rights;
(xixxiii) Payment Intangibles;
(xxxiv) Security EntitlementsSupporting Obligations
(xv) All monies and other Property (other than Equipment and Fixtures and any General Intangibles or insurance proceeds to the extent related to Equipment and Fixtures) of any kind now or at any time or times hereafter in the possession or under the control of Agent or any Lender or a bailee or Affiliate of Agent or any Lender;
(xxixvi) SoftwareAll Commercial Lockboxes, all Government Lockboxes, all Concentration Accounts, all Dominion Accounts and other accounts into which any of the Collections are deposited, all funds received thereby or deposited therein, and any checks or instruments from time to time representing or evidencing the same;
(xxiixvii) Supporting Obligations;
All accessions to, substitutions for and all replacements, products and cash and non-cash proceeds of (xxiiii) Uncertificated Securitiesthrough (xviii) above, including, without limitation, proceeds of and unearned premiums with respect to insurance policies insuring any of the Collateral; and
(xxivxviii) to To the extent not included in the foregoing, all other personal property of any kind or description; together with all booksProceeds, recordsproducts, offspring, rents, issues, profits and returns of and or from any of the foregoing and all books and records (including without limitation customer lists, credit files, computer programs, printouts and other computer records and materials), writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, embodying incorporating or referring to any of the foregoing, provided that to the extent that the provisions of any lease or license of Software or Intellectual Property expressly prohibit (which prohibition is enforceable under applicable law) any assignment or grant of a security interest in any Borrower's interest therein, Agent will not enforce its security interest in such Borrower's rights under such lease or license (other than in respect of the Proceeds thereof) for so long as such prohibition continues, it being understood that upon request of Agent, each Borrower will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of Agent, for the ratable benefit of Lenders, (and to Agent's enforcement of such security interest) in such rights of such Borrower under such lease or license. The security interest in and Lien upon the Collateral granted to Agent, for the ratable benefit of the Lenders, under this Section 5.1 shall be prior to any other Lien or security interest in the Collateral, except to the extent any such Collateral is subject to a Purchase Money Lien, a Capitalized Lease Obligation or a Lien, as shown on Schedule 8.2.5 hereof, in which case, the security interest and Lien granted to Agent, for the ratable benefit of the Lenders, under this Section shall be junior only to such a Lien (and any extension, or renewal or replacement thereof) and shall be senior to any and all Proceeds, products, offspring, rents, issues, profits and returns of and from other Liens on any of the foregoingsuch Property.
Appears in 1 contract
Sources: Loan and Security Agreement (Gentiva Health Services Inc)
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender of the Obligations, each Co-Borrower hereby grants to Agent for the benefit of itself and each Lender a continuing Lien upon all of such Co-Borrower’s assets, including all of the following Property and interests in Property assets of such Co-each Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, including any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money Cash Equivalent (of every jurisdiction whatsoever);
(xviii) Letter-of-Letter of Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data basesdatabases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided that the Collateral shall not include the Excluded Assets. In addition, the Loan Parties shall not be required to take any actions under any laws outside of the United States to grant, perfect or enforce any security interest or Lien.
Appears in 1 contract
Sources: Loan and Security Agreement (Cambium Learning Group, Inc.)
Security Interest in Collateral. To secure 4.1. As security for the prompt performance, observance and payment and performance to Agent and each Lender in full of all of the Obligations, each Co-Borrower grants to Lender a first priority security interest in, a continuing lien upon and a right of setoff against, and Borrower hereby grants assigns, transfers, pledges and sets over to Agent Lender (collectively, including any other assets of Borrower in which Lender may be granted a security interest under any Loan Document, the “Collateral”): (i) all Receivables (whether or not specifically listed on any schedules, assignments or reports furnished to Lender) (ii) all of Borrower’s property, and the proceeds thereof, now or hereafter held or received by or in transit to Lender or held by others for L▇▇▇▇▇’s account, including any and all deposits, balances, sums and credits of Borrower with, and any and all claims of Borrower against, Lender, at any time existing, (iii) all credit insurance policies, and all other insurance and all guarantees relating to the Receivables or other Collateral, (iv) all books, records and other general intangibles evidencing or relating to Receivables or other Collateral and the computer hardware and software and media containing such books and records; all deposits, or other security for the benefit obligation of itself and each Lender a continuing Lien upon all of such Co-Borrower’s assetsany person under or relating to Receivables, including all of the following Property Borrower’s rights and interests remedies of whatever kind or nature it may hold or acquire for the purpose of securing or enforcing Receivables; all right, title and interest of the Borrower in Property and to all goods relating to, or which by sale have resulted in, Receivables, including goods returned by or reclaimed or repossessed from Account Debtors and all goods described in copies of invoices delivered by Borrower to Lender; all rights of stoppage in transit, replevin, repossession and reclamation and all other rights and remedies of an unpaid vendor or lienor, and all proceeds of any Letter of Credit naming Borrower as beneficiary and which provides for, guarantees or assures the payment of any Receivable; (v) all accounts, instruments, chattel paper, documents, general intangibles (excluding any trademarks, copyrights and patents that are sold by the Borrower to Asiamax Holdings Limited (“Asiamax”) pursuant to Section 6.12 hereof), deposit accounts, investment property and letter of credit rights, whether or not arising out of the sale of goods or rendition of services, and including choses in action, causes of action, tax refunds (and claims), and reversions from terminated pension plans; (vi) all of Borrower’s Inventory, Goods and Equipment; and (vii) all proceeds of such CoCollateral, in any form, including cash, non-Borrowercash items, checks, notes, drafts and other instruments for the payment of money. Such security interest in favor of L▇▇▇▇▇ shall continue during the term of this Agreement and until indefeasible payment in full of all Obligations, whether now owned or existing not this Agreement shall have sooner terminated.
4.2. At Lender’s request, Borrower will provide Lender with confirmatory assignment schedules in form satisfactory to Lender, copies of customers’ invoices, evidence of shipment or hereafter createddelivery, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, such further information as Lender may require. Borrower will take any and all licensessteps and observe such formalities as L▇▇▇▇▇ may request from time to time to create and maintain in Lender’s favor a valid and first lien upon, optionssecurity interest in and pledge of all of Borrower’s Receivables and all other Collateral, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights including executing all documents that may be requested by Lender to maintain such security interest in and indemnificationspledge of the Collateral. Borrower hereby authorizes Lender to file any Financing Statements under the UCC, and any substitutionsrenewals and amendments thereof, replacementsnaming Borrower as debtor, additions or model conversions that are necessary to perfect and maintain the perfection of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included Lender’s security interest in the foregoingCollateral. B▇▇▇▇▇▇▇ agrees to take all steps necessary to allow L▇▇▇▇▇ to comply with any Federal or state statute, all other personal property of any kind or description; together with all bookswhich, recordsin L▇▇▇▇▇’s judgment, writings, data bases, information and other property relating to, used or useful in connection if not complied with, or evidencing, embodying, incorporating or referring might afford to any of Person an interest in the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of Collateral that would be superior to L▇▇▇▇▇’s security interest in the foregoingCollateral.
Appears in 1 contract
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each the Lender of the Obligations, each Co-Borrower Loan Party hereby grants to Agent for the benefit of itself and each Lender a continuing security interest and Lien upon all of such Co-Borrower’s assets, including all of the following Property property and interests in Property property of such Co-BorrowerLoan Party, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(ia) all Accounts;
(iib) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect theretoGoods, including, any and without limitation, 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;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory;
(c) all Chattel Paper (whether tangible or electronic);
(d) the Commercial Tort Claims specified on Schedule 4.01;
(e) all Deposit Accounts, all cash, and all accessions, additions, attachments, improvements, substitutions and replacements other property from time to time deposited therein or otherwise credited thereto and thereforthe monies and property in the possession or under the control of the Lender or any affiliate, representative, agent or correspondent of the Lender;
(xiiif) Instrumentsall Documents
(g) all General Intangibles (including, without limitation, all Payment Intangibles, Intellectual Property and Licenses);
(xivh) Intellectual Propertyall Instruments (including, without limitation, Promissory Notes);
(xvi) Inventory;
(xvi) all Investment Property;
(xviij) money (of every jurisdiction whatsoever);
(xviii) all Letter-of-Credit Rights;
(xixk) Payment Intangiblesall Pledged Interests;
(xxl) Security Entitlements;
(xxi) Software;
(xxii) all Supporting Obligations;
(xxiiim) Uncertificated Securities; and
(xxiv) to the extent not included in the foregoing, all other tangible and intangible personal property of any kind such Loan Party (whether or description; together with not subject to the UCC), including, without limitation, all books, records, writings, data bases, information bank and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, accounts and all Proceedscash and all investments therein, all proceeds, products, offspring, accessions, rents, issuesprofits, profits income, benefits, substitutions and returns replacements of and from to any of the foregoingproperty of such Loan Party described in the preceding clauses of this Section 4.01 hereof (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by such Loan Party in respect of any of the items listed above), and all books, correspondence, files and other Records including, without limitation, all tapes, disks, cards, Software, data and computer programs in the possession or under the control of such Loan Party or any other Person from time to time acting for such Loan Party that at any time evidence or contain information relating to any of the property described in the preceding clauses of this Section 4.01 hereof or are otherwise necessary or helpful in the collection or realization thereof; and
(n) all Proceeds, including all Cash Proceeds and Noncash Proceeds, and products of any and all of the foregoing Collateral; in each case howsoever such Loan Party’s interest therein may arise or appear (whether by ownership, security interest, claim or otherwise). Notwithstanding anything herein to the contrary, the term “Collateral” shall not include, and no Loan Party is pledging, nor granting a security interest hereunder in, any Excluded Assets.
Appears in 1 contract
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender Lenders of the Obligations, each Co-Borrower hereby grants to Agent for the benefit of itself and each Lender Lenders a continuing Lien upon all of such Co-Borrower’s assets, including all of the following Property and interests in Property of such Co-Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment PropertyProperty (including stock of each Subsidiary of Borrower);
(xvii) money Money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided that to the extent that the provisions of any lease or license of Computer Hardware and Software or Intellectual Property expressly prohibit (which prohibition is enforceable under applicable law) any assignment thereof, and the grant of a security interest therein, Agent will not enforce its security interest in such Borrower’s rights under such lease or license (other than in respect of the Proceeds thereof) for so long as such prohibition continues, it being understood that upon request of Agent, such Borrower will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of Agent for the benefit of Lenders (and to Agent’s enforcement of such security interest) in such Agent’s rights under such lease or license.
Appears in 1 contract
Sources: Loan and Security Agreement (Gulfside Supply, Inc.)
Security Interest in Collateral. To secure the prompt payment and performance to the Agent and each Lender other Secured Party of the Obligations, each Co-Borrower the Lien Grantor hereby grants to Agent the Agent, for the benefit of itself and each Lender the Secured Parties, a continuing Lien upon all of such Co-Borrowerthe Lien Grantor’s assets, including all of the following Property and interests in Property of such Co-Borrowerthe Lien Grantor, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:: Security Agreement
(ia) Accounts;
(iib) Certificated Securities;
(iiic) Chattel Paper;
(ivd) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(ve) Contract Rights;
(vif) Deposit Accounts;
(viig) Documents;
(viiih) Equipment;
(ixi) Financial Assets;
(xj) Fixtures;
(xik) General Intangibles, including Payment Intangibles and Software;
(xiil) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiiim) Instruments;
(xivn) Intellectual Property;
(xvo) Inventory;
(xvip) Investment Property;
(xviiq) money (of every jurisdiction whatsoever);
(xviiir) Letter-of-Credit Rights;
(xixs) Payment Intangibles;
(xxt) Security Entitlements;
(xxiu) Software;; Security Agreement
(xxiiv) Supporting Obligations;
(xxiiiw) Uncertificated Securities; and
(xxivx) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided, that to the extent that the provisions of any lease, license, contract, permit, Document or Instrument expressly prohibit (which prohibition is enforceable under applicable law) any assignment thereof (unless such prohibition specifically excludes from its scope an assignment for collateral security purposes) or the grant of the Lien therein, (i) the Agent will not enforce its Lien in the Lien Grantor’s rights under such lease, license, contract, permit, Document or Instrument (other than in respect of the Proceeds thereof) for so long as such prohibition continues, and (ii) to the extent a violation of any such prohibition caused by the Lien under this Section 2.1 would allow the counterparty to any such lease, license, contract, permit, Document or Instrument to terminate the same under applicable law, then such lease, license, contract, permit, Document or Instrument (other than in respect of the Proceeds thereof) shall not constitute Collateral for so long as such prohibition continues; it being understood that upon request of the Agent, the Lien Grantor will in good faith use reasonable efforts to obtain consent for the creation of the Lien in favor of the Agent (and to the Agent’s enforcement of the Lien) in any lease, license, contract, permit, Document or Instrument that prohibits any assignment thereof or the grant of the Lien therein; and provided, further, that no Lien is granted in any “intent to use” trademark applications until such time as a verified statement of use is filed.
Appears in 1 contract
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender of the Obligations, each Co-Borrower hereby grants to Agent Agent, for the benefit of itself and each Lender in accordance with the priorities set forth herein, a continuing Lien upon all of such Co-Borrower’s 's assets, including all of the following Property and interests in Property of such Co-Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located, but excluding any Excluded Property of such Borrower:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) ; money (of every jurisdiction whatsoever);
(xviiixvii) Letter-of-Letter of Credit Rights;
(xixxviii) Payment Intangibles;
(xxxix) Security Entitlements;
(xxixx) Software;
(xxiixxi) Supporting Obligations;
(xxiiixxii) Uncertificated Securities; and
(xxiv) and to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing.
Appears in 1 contract
Sources: Loan and Security Agreement (Falcon Products Inc /De/)
Security Interest in Collateral. To secure (a) Pursuant to Sections 364(c)(2) and (3) of the prompt payment Bankruptcy Code, each of the Borrowers hereby assigns and performance pledges to Agent the Collateral Agent, for its benefit and for the ratable benefit of the Lenders and Lenders' Agent, and each Lender of the ObligationsBorrowers hereby covenants, each Co-Borrower hereby grants represents, and warrants that, upon entry of the First Day Order, pursuant to Agent for Bankruptcy Code Sections 364(c)(2) and (3), the benefit Obligations of itself the Borrowers shall at all times be secured by a Lien on and each Lender a continuing Lien upon security interest in all of such Co-Borrower’s assets's right, including title and interest in and to all of the following Property which (x) is and interests in Property shall be subject and subordinate to the Liens thereon that are valid and perfected on the Filing Date (provided that, with respect to the Accounts identified on Schedule 2.27(a), each of the Borrowers hereby covenants, represents and warrants that such Accounts are not subject to any such Liens) and (y) otherwise is and shall be a first priority security interest senior to all other Liens, if any: all present and future Accounts, Real Estate, all Inventory, all present and future Equipment, Documents of Title, General Intangibles, and all other personal property of such Co-BorrowerBorrower (but excluding claims (or the proceeds derived from such claims) of the Debtors under Sections 544, whether now owned 545, 547 and 548 of the Bankruptcy Code) and any other Collateral delivered to the Collateral Agent or existing Lenders' Agent or hereafter createdany Lender pursuant to this Agreement or any other agreement and the proceeds of each of the foregoing, acquired or arising and wheresoever locatedas follows:
(i) Accountsall of the foregoing, whether presently in existence or hereafter acquired or created, however acquired or created, and which is owned by any Borrower or in which such Borrower has any interest, whether held by such Borrower or others for its account, and, in the case of Equipment, whether such Borrower's interest in such Equipment is as owner or lessee or conditional vendee;
(ii) Certificated Securitiesall Inventory and any portion thereof which may be returned, rejected, reclaimed or repossessed by either the Collateral Agent or any Borrower from such Borrower's customers, as well as all supplies, goods, incidentals, packaging materials, labels and any other items which contribute to the finished goods or products manufactured or processed by any Borrower, or to the sale, promotion or shipment thereof;
(iii) Chattel Paperall present and future Accounts;
(iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoingReal Estate;
(v) Contract Rightsall Equipment whether the same constitutes personal property or fixtures, as well as all accessories, motors, engines and auxiliary parts used in connection with or attached to Equipment;
(vi) Deposit Accounts;all present and future General Intangibles; and
(vii) Documentsall proceeds and products of all of the foregoing.
(b) Effective on and after the date of the entry by the Bankruptcy Court of the Interim Order, pursuant to Section 364(d)(1) of the Bankruptcy Code, each of the Borrowers hereby assigns and pledges to the Collateral Agent, for its benefit and for the ratable benefit of the Lenders and Lenders' Agent, a first priority priming security interest, senior to all other Liens, if any, in and Lien on all of such Borrower's right, title and interest in and to, and each of the Borrowers hereby covenants, represents, and warrants that, upon entry of the Interim Order, pursuant to Bankruptcy Code Section 364(d)(1), the Obligations of the Borrowers shall at all times be secured by, all of the following: all present and future Accounts, all Inventory that is not held at a skilled nursing Facility identified in Schedule 3.11 (the "Primed Inventory"), leasehold interests in respect of Real Estate and the proceeds of each of the foregoing, as follows:
(i) all Primed Inventory and any portion thereof which may be returned, rejected, reclaimed or repossessed by either the Collateral Agent or any Borrower from such Borrower's customers, as well as all supplies, goods, incidentals, packaging materials, labels and any other items which contribute to the finished goods or products manufactured or processed by any Borrower, or to the sale, promotion or shipment thereof;
(viiiii) Equipmentall present and future Accounts subject only to the Omega Lien in respect of the Accounts identified in the definition of that term;
(ixiii) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all leasehold interests in respect of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated SecuritiesReal Estate; and
(xxiviv) all proceeds and products of the Collateral referred to above in this subsection (collectively, the extent not included in "Primed Collateral"). Without limiting the foregoing, the first priority, priming Lien on Accounts granted hereunder shall be senior to and prime any right of a holder of a claim, including, without limitation, any governmental entity, mortgagee or landlord, that arose, or is deemed to arise, prior to the Filing Date to offset such claim against any Accounts that are created or otherwise arise after the Filing Date.
(c) All of the right, title and interest of the Borrowers in and to all items identified in subsections (a) and (b) of this Section 2.27 are referred to collectively in this Agreement as the "Collateral." It shall be understood that upon (i) entry of the First Day Order, the Lien created under this Section 2.27 on the Accounts identified on Schedule 2.27(a) in favor of the Collateral Agent (for its benefit and the ratable benefit of the Lenders and Lenders' Agent) shall, subject to the Omega Lien in respect of the Accounts identified in the definition of that term, constitute a first priority Lien senior to all other personal Liens in all such Collateral and (ii) entry of the Interim Order and upon payment of the Borrowers' obligations under the Pre-Petition Secured Loans with the proceeds of the Borrowing under Section 2.01(d), the Lien created under this Section 2.27 on the Primed Collateral in favor of the Collateral Agent (for its benefit and the ratable benefit of the Lenders and Lenders' Agent) shall constitute a first priority Lien senior to all other Liens in all property of the Borrowers that, until such payment, was subject to any kind or descriptionLien in favor of any other Person.
(d) The Liens referred to in subsections (a) and (b) of this Section 2.27 shall be subject in each case to (1) in the event of the occurrence and during the continuance of a Carve-Out Event (as hereinafter defined), the payment of allowed and unpaid professional fees and disbursements incurred by the Borrowers and any statutory committees appointed in the Cases in an aggregate amount not in excess of $5,000,000 and (2) the payment of fees pursuant to 28 U.S.C. Section 1930 (collectively, the "Carve-Out"); together with all booksprovided that following the Termination Date amounts in the Cash Collateral Account shall not be subject to the Carve-Out (it being understood that the Superpriority Claim granted to the Agents and the Lenders as described herein shall continue to be subject to the Carve-Out). The Lenders agree that so long as (i) no Event of Default under Section 7.01(b), recordsSection 7.01(e)-(l), writings, data bases, information and other property relating to, used or useful in connection withSection 7.01(p)-(q), or evidencing, embodying, incorporating Section 7.01(t)-(x) is continuing or referring to any (ii) the Lenders' Agent has not given the professionals appointed in the Cases and the United States Trustee written notice of the foregoingoccurrence of any other Event of Default (a "Carve-Out Event"), the Borrowers shall be permitted to pay compensation and reimbursement of expenses authorized to be paid under 11 U.S.C. Section 330 and 11 U.S.C. Section 331 or otherwise pursuant to an order of the Bankruptcy Court, as the same may be due and payable, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoingsame shall not reduce the Carve-Out.
Appears in 1 contract
Sources: Revolving Credit Agreement (Sun Healthcare Group Inc)
Security Interest in Collateral. To secure 4.1 As security for the prompt performance, observance and payment and performance to Agent and each Lender in full of all of the Obligations, each Co-Borrower grants to Lender a security interest in, a continuing lien upon and a right of setoff against, and Borrower hereby grants assigns, transfers, pledges and sets over to Agent Lender (collectively, including any other assets of Borrower in which Lender may be granted a security interest under any Loan Document, the "Collateral"): (i) all Receivables (whether or not Eligible Receivables and whether or not specifically listed on any schedules, assignments or reports furnished to Lender) (ii) all of Borrower's property, and the proceeds thereof, now or hereafter held or received by or in transit to Lender or held by others for Lender's account, including any and all deposits, balances, sums and credits of Borrower with, and any and all claims of Borrower against, Lender, at any time existing, (iii) all credit insurance policies, and all other insurance and all guarantees relating to the Receivables or other Collateral, (iv) all books, records and other general intangibles evidencing or relating to Receivables or other Collateral and the computer hardware and software and media containing such books and records; all deposits, or other security for the benefit obligation of itself and each Lender a continuing Lien upon all of such Co-Borrower’s assetsany person under or relating to Receivables, including all of the following Property Borrower's rights and interests remedies of whatever kind or nature it may hold or acquire for the purpose of securing or enforcing Receivables; all right, title and interest of the Borrower in Property and to all goods relating to, or which by sale have resulted in, Receivables, including goods returned by or reclaimed or repossessed from Account Debtors and all goods described in copies of invoices delivered by Borrower to Lender; all rights of stoppage in transit, replevin, repossession and reclamation and all other rights and remedies of an unpaid vendor or lienor, and all proceeds of any Letter of Credit naming Borrower as beneficiary and which provides for, guarantees or assures the payment of any Receivable; (v) all accounts, instruments, chattel paper, documents, general intangibles, deposit accounts, investment property and letter of credit rights, whether or not arising out of the sale of goods or rendition of services, and including choses in action, causes of action, tax refunds (and claims), and reversions from terminated pension plans; (vi) all of Borrower’s Inventory and Equipment; and (vii) all proceeds of such CoCollateral, in any form, including cash, non-Borrowercash items, checks, notes, drafts and other instruments for the payment of money. Such security interest in favor of Lender shall continue during the term of this Agreement and until indefeasible payment in full of all Obligations, whether now owned or existing not this Agreement shall have sooner terminated.
4.2 At Lender's request, Borrower will provide Lender with confirmatory assignment schedules in form satisfactory to Lender, copies of customers' invoices, evidence of shipment or hereafter createddelivery, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, such further information as Lender may require. Borrower will take any and all licensessteps and observe such formalities as Lender may request from time to time to create and maintain in Lender's favor a valid and first lien upon, optionssecurity interest in and pledge of all of Borrower's Receivables and all other Collateral, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights including executing all documents that may be requested by Lender to maintain such security interest in and indemnificationspledge of the Collateral. Borrower hereby authorizes Lender to file any Financing Statements under the UCC, and any substitutionsrenewals and amendments thereof, replacementsnaming Borrower as debtor, additions or model conversions that are necessary to perfect and maintain the perfection of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included Lender’s security interest in the foregoingCollateral. Borrower agrees to take all steps necessary to allow Lender to comply with any Federal or state statute, all other personal property of any kind or description; together with all bookswhich, recordsin Lender’s judgment, writings, data bases, information and other property relating to, used or useful in connection if not complied with, or evidencing, embodying, incorporating or referring might afford to any of Person an interest in the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of Collateral that would be superior to Lender’s security interest in the foregoingCollateral.
Appears in 1 contract
Sources: Financing Agreement (Brekford Corp.)
Security Interest in Collateral. To secure the prompt payment and performance to Agent Trustee and each Lender Noteholder of the Obligations, each Co-Borrower Grantor hereby grants to Agent Trustee for the benefit of itself and each Lender Noteholder a continuing Lien upon all of such Co-Borrower’s Grantor's assets, including all of the following Property and interests in Property of such Co-BorrowerGrantor, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(ia) Accounts;
(iib) Certificated Securities;
(iiic) Chattel Paper;
(ivd) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(ve) Contract Rights;
(vif) Deposit Accounts;
(viig) Documents;
(viiih) Equipment;
(ixi) Financial Assets;
(xj) Fixtures;
(xik) General Intangibles, including Payment Intangibles and Software;
(xiil) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiiim) Instruments;
(xivn) Intellectual Property;
(xvo) Inventory;
(xvip) Investment Property;
(xviiq) money (of located in every jurisdiction whatsoever);
(xviiir) Letter-of-Credit Rights;
(xixs) Payment Intangibles;
(xxt) Security Entitlements;
(xxiu) Software;
(xxiiv) Supporting Obligations;
(xxiiiw) Uncertificated Securities; and
(xxivx) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided, that to the extent that the provisions of any lease, license, contract, permit, Document or Instrument expressly prohibit (which prohibition is enforceable under applicable law) any assignment thereof (unless such prohibition specifically excludes from its scope an assignment for collateral security purposes) or the grant of a Lien therein, (i) Trustee will not enforce its Lien in any Grantor's rights under such lease, license, contract, permit, Document or Instrument (other than in respect of the Proceeds thereof) for so long as such prohibition continues, and (ii) to the extent a violation of any such prohibition caused by the Lien under this Section 2.1 would allow the counterparty to any such lease, license, contract, permit, Document or Instrument to terminate the same under applicable law, then such lease, license, contract, permit, Document or Instrument shall not constitute Collateral for so long as such prohibition continues; it being understood that upon request of Trustee, each Grantor will in good faith use reasonable efforts to obtain consent for the creation of a Lien in favor of Trustee (and to Trustee's enforcement of such Lien) in any lease, license, contract, permit, Document or Instrument that prohibits any assignment thereof or the grant of a Lien therein; and provided, further, that no Lien is granted in any "intent to use" trademark applications until such time as a verified statement of use is filed.
Appears in 1 contract
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender of the Obligations, each Co-Borrower hereby grants to Agent for the benefit of itself and each Lender a continuing security interest in and Lien upon all of such Co-each Borrower’s 's assets, including all of the following Property and interests in Property of such Co-Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever locatedlocated including, without limitation, the following Property and interests in Property of each Borrower:
(iA) Accounts;
(iiB) Certificated Securities;
(iiiC) Chattel Paper;
(ivD) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(vE) Contract Rights;
(viF) Deposit Accounts;
(viiG) Documents;
(viiiH) Equipment;
(ixI) Financial Assets;
(xJ) Fixtures;
(xiK) General Intangibles, including Payment Intangibles and Software;
(xiiL) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiiiM) Instruments;
(xivN) Intellectual Property;
(xvO) Inventory;
(xviP) Investment Property;
(xviiQ) money (of every jurisdiction whatsoever);
(xviiiR) Letter-of-Credit Rights;
(xixS) Payment Intangibles;
(xxT) Security Entitlements;
(xxiU) Software;
(xxiiV) Supporting Obligations;
(xxiiiW) Uncertificated Securities; and
(xxivX) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided that to the extent that the provisions of any lease or license of Computer Hardware and Software or Intellectual Property expressly prohibit (which prohibition is enforceable under applicable law) any assignment thereof, and the grant of a security interest therein, Lender will not enforce its security interest in Borrower's rights under such lease or license (other than in respect of the Proceeds thereof) for so long as such prohibition continues, it being understood that upon request of Lender, Borrower will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of Lender (and to Lender's enforcement of such security interest) in the Lender's rights under such lease or license. The security interests granted in the Collateral are given in renewal, extension and modification of the security interests previously granted to Lender by Borrower (including, without limitation, the security interests granted pursuant to the Existing Loan Agreements and the Parent Security Agreement); such existing security interests are not extinguished hereby; and the ranking, perfection and priority of such existing security interests shall continue in full force and effect.
Appears in 1 contract
Sources: Consolidated Loan and Security Agreement (DXP Enterprises Inc)
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender of the Obligations, each Co-Borrower hereby grants to Agent for the benefit of itself and each Lender a continuing Lien upon all of such Co-Borrower’s assets, including all of the following Property of such Borrower and interests in Property of such Co-Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(v) Contract Rights;
(vi) Commercial Tort Claims described in Exhibit 5.2;
(vii) Deposit Accounts;
(viiviii) Documents;
(viiiix) Equipment;
(ixx) Financial Assets;
(xxi) Fixtures;
(xixii) General Intangibles, including Payment Intangibles and Software;
(xiixiii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiiixiv) Instruments;
(xivxv) Intellectual Property;
(xvxvi) Inventory;
(xvixvii) Investment Property;
(xviixviii) money (of every jurisdiction whatsoever);
(xviiixix) Letter-of-Credit Rights;
(xixxx) Payment Intangibles;
(xxxxi) Security Entitlements;
(xxixxii) Software;
(xxiixxiii) Supporting Obligations;
(xxiiixxiv) Uncertificated Securities; and
(xxivxxv) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided that, "Collateral" shall not include (i) more than 66% of any outstanding voting stock or other equity interest entitled to vote in any entity which is not formed under the laws of the United States or any state thereof or the District of Columbia, (ii) any Computer Hardware and Software or Intellectual Property or other rights arising under any contracts, instruments, licenses or other documents to the extent that the grant of a Lien or security interest therein would (A) result in a breach of the terms of, or constitute a default under, such contract, instrument, license, agreement or other document (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407 or 9-408 of the Uniform Commercial Code or any successor provision of the Uniform Commercial Code of any relevant jurisdiction or other applicable law) or (B) give any other party to such contract, instrument, license or other document the right to terminate its obligations thereunder pursuant to a valid and enforceable provision (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407 or 9-408 of the Uniform Commercial Code or any successor provision of the Uniform Commercial Code of any relevant jurisdiction or other applicable law), it being understood that (1) upon request of Agent, such Borrower will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of Agent (and to Agent's enforcement of such security interest) in Agent's rights under such contract, instrument, license, agreement or other document, and (2) any exclusion from Collateral pursuant to this clause "(ii)" shall not apply to the Proceeds of any such contract, instrument, license, agreement or other document, (iii) any of Borrower's motor vehicles, tractors, trailers, rolling stock, material handling equipment or any other similar item governed by a certificate of title statute, (iv) proceeds from any Commercial Tort Claim or other litigation to the extent such proceeds are required to be paid to a third party or parties, (v) Property upon which a Permitted Purchase Money Lien has been granted, (vi) any real Property owned by Borrowers as of the Closing Date for which, as of the Closing Date, Agent has not required a Mortgage and (vii) the Equity Interest in TruServ Specialty Company LLC or any other Subsidiary of TruServ that is not a Restricted Subsidiary.
Appears in 1 contract
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender Lenders of the Obligations, each Co-Borrower hereby grants to Agent Collateral Agent, for the benefit of itself Lenders, and each Lender ratifies and reaffirms its earlier grant to Collateral Agent, for the benefit of Lenders, a continuing security interest in and Lien upon all of such Co-Borrower’s 's assets, including all of the following Property and interests in Property of such Co-Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(ia) Accounts;
(iib) Certificated Securities;
(iiic) Chattel Paper;
(ivd) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(ve) Contract Rights;
(vif) Deposit Accounts;
(viig) Documents;
(viiih) Equipment;
(ixi) Financial Assets;
(xj) Fixtures;
(xik) General Intangibles, including Payment Intangibles and Software;
(xiil) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiiim) Instruments;
(xivn) Intellectual Property;
(xvo) Inventory;
(xvip) Investment Property;
(xviiq) money (of every jurisdiction whatsoever);
(xviiir) Letter-of-Letter of Credit Rights;
(xixs) Payment Intangibles;
(xxt) Security Entitlements;
(xxiu) Software;
(xxiiv) Supporting Obligations;
(xxiiiw) Uncertificated Securities; and
(xxivx) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided that to the extent that the provisions of any lease or license of Computer Hardware and Software or Intellectual Property expressly prohibit (which prohibition is enforceable under applicable law) any assignment thereof, and the grant of a security interest therein, Collateral Agent, for the benefit of Lenders, will not enforce its security interest in Borrower's rights under such lease or license (other than in respect of the Proceeds thereof) for so long as such prohibition continues, it being understood that upon request of Collateral Agent, Borrower will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of Collateral Agent, for the benefit of Lenders (and to Collateral Agent's enforcement of such security interest) in the Lenders' rights under such lease or license. As to Existing Borrowers, the security interests granted by each Existing Borrower in the Collateral are given in renewal, extension and modification of the security interests previously granted to Collateral Agent by such Existing Borrower; such prior security interests are not extinguished hereby; and the ranking, perfection and priority of such prior security interests shall continue in full force and effect."
Appears in 1 contract
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender of the Obligations, each Co-Borrower hereby grants to Agent for the benefit of itself and each Lender a continuing Lien upon all of such Co-Borrower’s assets, including all of the following Property and interests in Property of such Co-Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided that, to the extent that the provisions of any lease or license of Computer Hardware and Software or Intellectual Property expressly prohibit (which prohibition is enforceable under applicable law) any assignment thereof, and the grant of a security interest therein, Agent will not enforce its security interest in such Borrower’s rights under such lease or license (other than in respect of the Proceeds thereof) for so long as such prohibition continues, it being understood that upon request of Agent, such Borrower will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of Agent (and to Agent’s enforcement of such security interest) in Agent’s rights under such lease or license.
Appears in 1 contract
Security Interest in Collateral. To secure In consideration of and as security for the prompt full and complete payment and performance to Agent and each Lender of all of the ObligationsSecured Debt, each Co-Borrower Credit Party hereby creates and provides in favor of Agent for the benefit of the Secured Creditors, and grants to Agent for the benefit of itself the Secured Creditors, a security interest in and each Lender a continuing Lien upon all an assignment of the Collateral of such Co-Borrower’s assetsCredit Party. The “Collateral” of any Credit Party shall mean, collectively,
(a) all Accounts, all Chattel Paper, all Deposit Accounts, all Documents (including “documents of title” as defined in the PPSA), all Equipment, all fixtures, all General Intangibles, (including “intangibles” as defined in the PPSA), all Instruments, all Inventory, all Investment Property, all letters of the following Property credit, all Letter of Credit Rights, all Receivables, all Intellectual Property, all Assigned Contracts and interests all Supporting Obligations in Property of which such Co-Borrower, whether Credit Party now owned or existing has or hereafter created, acquired acquires any rights or arising and wheresoever located:
(i) Accountsany power to transfer rights;
(iib) Certificated Securitiesall Commercial Tort Claims in which such Credit Party now has rights or any power to transfer rights and which are described on Schedule 7.4 hereto, as may be amended from time to time;
(iiic) Chattel Paper;
all property, tangible or intangible, in which such Credit Party now has or hereafter acquires any rights or any power to transfer rights and which now or hereafter is in the control (ivby Document or otherwise) Computer Hardware or possession of the Secured Creditors and Software Agent or any of them or is owed by the Secured Creditors and all rights with respect theretoAgent or any of them to such Credit Party, including, without limitation, any Cash Collateral Account 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;
(v) Contract Rights;
(vi) other Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxivd) all accessions to and Products of all or any part of the extent not included in the foregoinggoods hereinbefore described, all other personal property of any kind or description; together with all books, records, writings, data bases, information replacements and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoingsubstitutions for, and all Proceedsadditions to, productsand all Proceeds of, offspring, rents, issues, profits and returns of and from all or any part of the foregoingproperty described in the foregoing clauses (a), (b), and (c) or any other accessions, Products, replacements, substitutions, additions, or Proceeds in which such Credit Party now has or hereafter acquires any rights or any power to transfer rights. Notwithstanding anything herein to the contrary, in no event shall the Lien granted under this Section 6.1 attach to or be deemed to be created in any Excluded Property.
Appears in 1 contract
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender Lenders of the Obligations, each Co-Borrower hereby grants to Agent for its benefit and the ratable benefit of itself and each Lender Lenders a continuing Lien upon all of such Co-Borrower’s 's assets, including all of the following Property and interests in Property of such Co-Borrower, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Securities; and
(xxiv) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided that to the extent that the provisions of any lease or license of Computer Hardware and Software or Intellectual Property expressly prohibit (which prohibition is enforceable under applicable law) any assignment thereof, and the grant of a security interest therein, Agent will not enforce its security interest in Borrower's rights under such lease or license (other than in respect of the Proceeds thereof) for so long as such prohibition continues, it being understood that upon request of Agent, Borrower will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of Agent (and to Agent's enforcement of such security interest) in Agent's rights under such lease or license.
Appears in 1 contract
Sources: Loan and Security Agreement (Home Products International Inc)
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each Lender of all of the Obligations, each Co-Borrower hereby grants to Agent for the benefit of itself and each Lender Lender, in accordance with the priorities set forth herein, a continuing Lien upon all of such Co-Borrower’s assets, including security interest in all of the following Property and interests in Property of such Co-Borrower, whether now owned or existing (and whether acquired or generated prior or subsequent to the Filing Date) or hereafter created, acquired or arising and wheresoever located:
(i) Accounts;
(ii) Certificated Certified Securities, including without limitation all Securities of any Subsidiary held by Borrower;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect thereto, including, including any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions concessions of any of the foregoing;
(v) Contract Rights;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Equipment;
(ix) Financial Assets;
(x) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessionsaccessories, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xvii) money (of every jurisdiction whatsoever);
(xviii) Letter-of-Credit Rights;
(xix) Payment Intangibles;
(xx) Security Entitlements;
(xxi) Software;
(xxii) Supporting Obligations;
(xxiii) Uncertificated Uncertified Securities; and
(xxiv) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other similar property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing. Notwithstanding the foregoing, in no event shall Borrower be deemed to have granted to Agent a Lien on or security interest in any Avoidance Action Recoveries.
Appears in 1 contract
Security Interest in Collateral. To secure the prompt payment and performance to Agent and each the Lender of the Obligations, each Co-Borrower Loan Party hereby grants to Agent for the benefit of itself Lender (and each Lender to the Credit Product Providers with respect to Credit Product Obligations) a continuing Lien upon all of such Co-BorrowerLoan Party’s assets, including all of the following Property property and interests in Property property of such Co-BorrowerLoan Party, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(ia) all Accounts;
(iib) Certificated Securitiesall Goods, including, without limitation, all Equipment (including Rolling Stock), Fixtures and Inventory;
(iiic) all Chattel PaperPaper (whether tangible or electronic);
(ivd) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoingCommercial Tort Claims specified on Schedule 4.01;
(ve) Contract Rightsall Deposit Accounts, all cash, and all other property from time to time deposited therein or otherwise credited thereto and the monies and property in the possession or under the control of the Lender or any affiliate, representative, agent or correspondent of the Lender;
(vif) Deposit Accounts;
(vii) all Documents;
(viiig) Equipmentall General Intangibles (including, without limitation, all Payment Intangibles, Intellectual Property and Licenses);
(ixh) Financial Assetsall Instruments (including, without limitation, promissory notes);
(xi) Fixtures;
(xi) General Intangibles, including Payment Intangibles and Software;
(xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiii) Instruments;
(xiv) Intellectual Property;
(xv) Inventory;
(xvi) Investment Property;
(xviij) money (of every jurisdiction whatsoever);
(xviii) all Letter-of-Credit Rights;
(xixk) Payment Intangiblesall Pledged Interests;
(xxl) Security Entitlements;
(xxi) Software;
(xxii) all Supporting Obligations;
(xxiiim) Uncertificated Securities; and
(xxiv) to the extent not included in the foregoing, all other tangible and intangible personal property of any kind such Loan Party (whether or description; together with not subject to the UCC), including, without limitation, all books, records, writings, data bases, information bank and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, accounts and all Proceedscash and all investments therein, all proceeds, products, offspring, accessions, rents, issuesprofits, profits income, benefits, substitutions and returns replacements of and from to any of the foregoingproperty of such Loan Party described in the preceding clauses of this Section 4.01 hereof (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by such Loan Party in respect of any of the items listed above), and all books, correspondence, files and other Records including, without limitation, all tapes, disks, cards, Software, data and computer programs in the possession or under the control of such Loan Party or any other Person from time to time acting for such Loan Party that at any time evidence or contain information relating to any of the property described in the preceding clauses of this Section 4.01 hereof or are otherwise necessary or helpful in the collection or realization thereof; and
(n) all Proceeds, including all cash Proceeds and noncash Proceeds, and products of any and all of the foregoing Collateral; in each case howsoever such Loan Party’s interest therein may arise or appear (whether by ownership, security interest, claim or otherwise). Notwithstanding anything herein to the contrary, the term “Collateral” shall not include, and no Loan Party is pledging, nor granting a Lien on or security interest hereunder in, any Excluded Assets.
Appears in 1 contract
Sources: Credit and Security Agreement (FreightCar America, Inc.)
Security Interest in Collateral. To secure the prompt payment and performance to the Agent and each Lender other Secured Party of the Obligations, each Co-Borrower Lien Grantor hereby grants to Agent the Agent, for the benefit of itself and each Lender the Secured Parties, a continuing Lien upon all of such Co-BorrowerLien Grantor’s assets, including all of the following Property and interests in Property of such Co-BorrowerLien Grantor, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
(ia) Accounts;
(iib) Certificated Securities;
(iiic) Chattel Paper;
(ivd) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;
(ve) Contract Rights;
(vif) Deposit Accounts;
(viig) Documents;
(viiih) Equipment;
(ixi) Financial Assets;
(xj) Fixtures;
(xik) General Intangibles, including Payment Intangibles and Software;
(xiil) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;
(xiiim) Instruments;
(xivn) Intellectual Property;
(xvo) Inventory;
(xvip) Investment Property;
(xviiq) money (of every jurisdiction whatsoever);
(xviiir) Letter-of-Credit Rights;
(xixs) Payment Intangibles;
(xxt) Security Entitlements;
(xxiu) Software;
(xxiiv) Supporting Obligations;
(xxiiiw) Uncertificated Securities; and
(xxivx) to the extent not included in the foregoing, all other personal property of any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing; provided, that to the extent that the provisions of any lease, license, contract, permit, Document or Instrument expressly prohibit (which prohibition is enforceable under applicable law) any assignment thereof (unless such prohibition specifically excludes from its scope an assignment for collateral security purposes) or the grant of a Lien therein, (i) the Agent will not enforce its Lien in the applicable Lien Grantor’s rights under such lease, license, contract, permit, Document or Instrument (other than in respect of the Proceeds thereof) for so long as such prohibition continues, and (ii) to the extent a violation of any such prohibition caused by the Lien under this Section 2.1 would allow the counterparty to any such lease, license, contract, permit, Document or Instrument to terminate the same under applicable law, then such lease, license, contract, permit, Document or Instrument (other than in respect of the Proceeds thereof) shall not constitute Collateral for so long as such prohibition continues; it being understood that upon request of the Agent, such Lien Grantor will in good faith use reasonable efforts to obtain consent for the creation of a Lien in favor of the Agent (and to the Agent’s enforcement of such Lien) in any lease, license, contract, permit, Document or Instrument that prohibits any assignment thereof or the grant of a Lien therein; and provided, further, that no Lien is granted in any “intent to use” trademark applications until such time as a verified statement of use is filed.
Appears in 1 contract