Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, each Co‐Borrower hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of such Co‐Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Collateral”): (i) all accounts, money, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property (including without limitation each General Partnership Investment), letter‐of‐credit rights, software, supporting obligations, accessions or other property consisting of Portfolio Assets and Collections (but excluding the obligations thereunder); (ii) all Records; (iii) all Proceeds of the foregoing; (iv) the Collection Account and the Interest Reserve Accounts; and (v) all proceeds and products of the foregoing. (b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings and Kudu, as applicable, hereby grant a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of Holdings’ and Kudu’s, as applicable, right, title and interest in and to, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Pledged Equity”): (A) (i) all investment property and general intangibles consisting of the ownership, equity or other similar interests of Holdings in Kudu, including Kudu’s limited liability company membership interests; (ii) all certificates, instruments, writings and securities USActive 58800445.158806140.10 -54- SK 28388 0001 10656366 v3 (c) Notwithstanding the foregoing, the terms “Collateral”, “Collateral Portfolio” and “Pledged Equity” shall exclude, and in no event shall any Lien attach to any right, title or interest of the Loan Parties or Holdings in, to or under (the following, collectively, the “Excluded Assets”): (i) any lease, license or other agreement and the property subject thereto, in each case acquired or entered into by Holdings or by the Loan Parties after the Closing Date and not part of the Borrowing Base, which requires the consent, approval, license or authorization of any Person (other than the Loan Parties or Holdings or their respective Affiliates) as a condition to a grant of a security interest therein as contemplated herein, unless such consent, approval, license or authorization has been obtained or such required consent, approval, license or authorization is rendered ineffective or otherwise overridden after giving effect to the applicable anti‐assignment provisions of the Code or other Applicable Law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (ii) any lease, license or other agreement or any property subject to a purchase money security interest, Capital Lease Obligations or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, purchase money, capital lease or similar arrangement or create a termination right in favor of any other party thereto (other than the Loan Parties or Holdings) after giving effect to the applicable anti‐assignment provisions of the Bankruptcy Code or other Applicable Law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (iii) after the Closing Date, to the extent a pledge of, and security interest in, such asset is prohibited by law or prohibited by agreements containing anti‐assignment clauses not overridden by the Bankruptcy Code or other Applicable Law (so long as such anti‐assignment clauses existed at the time such asset was acquired by the Loan Parties and was not implemented in contemplation of prohibiting a pledge hereunder); and (iv) any Excluded Amounts. USActive 58800445.158806140.10 -55- SK 28388 0001 10656366 v3
Appears in 1 contract
Sources: Loan and Servicing Agreement (White Mountains Insurance Group LTD)
Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, each Co‐Borrower the Borrower hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of such Co‐Borrowerthe Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Collateral”): (i) all accounts, money, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property (including without limitation each General Partnership Investment)property, letter‐of‐credit letter-of-credit rights, software, supporting obligations, accessions or other property consisting of the Loan Assets, related Portfolio Assets and Collections (but excluding the obligations thereunder); (ii) all Records; (iii) all Proceeds of the foregoing; (iv) the Collection Account and each Underlying Servicer Account owned by or established in the Interest Reserve Accountsname of the Borrower; and (v) all proceeds and products of the foregoing.
(b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings and Kudu, as applicable, hereby grant grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of Holdings’ and Kudu’s, as applicable, Holding’s right, title and interest in and to, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Pledged Equity”): (A)
(i) all investment property and general intangibles consisting of the ownership, equity or other similar interests of Holdings in Kudu, including Kudu’s limited liability company membership intereststhe Borrower; (ii) all certificates, instruments, writings and securities USActive 58800445.158806140.10 -54- SK 28388 0001 10656366 v3evidencing the foregoing; (iii) the operating agreement and other organizational documents of the Borrower and all options or other rights to acquire any membership or other interests under such operating agreement or other organizational documents; (iv) all dividends, distributions, capital, profits and surplus and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (v) all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for Holdings in connection with, and relating to, the ownership of, or evidencing or containing information relating to, the foregoing; and (vi) all proceeds, supporting obligations and products of any of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing.
(c) Notwithstanding Anything herein to the foregoingcontrary notwithstanding, the terms “Collateral”, “Collateral Portfolio” and “Pledged Equity” shall exclude, and in no event shall any Lien attach to any right, title or interest of the Loan Parties or Holdings in, to or under (the following, collectively, the “Excluded Assets”): (i) any lease, license or other agreement the Borrower shall remain liable under the Collateral Portfolio and the property subject thereto, in each case acquired or entered into by Holdings or by the Loan Parties after the Closing Date and not part of the Borrowing Base, which requires the consent, approval, license or authorization of any Person (other than the Loan Parties or Holdings or their respective Affiliates) as a condition to a grant of a security interest therein as contemplated herein, unless such consent, approval, license or authorization has been obtained or such required consent, approval, license or authorization is rendered ineffective or otherwise overridden after giving effect Collateral to the applicable anti‐assignment provisions extent set forth therein to perform all of its duties and obligations thereunder to the Code or other Applicable Lawsame extent as if this Agreement had not been executed, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (ii) the exercise by the Administrative Agent, for the benefit of the Secured Parties, of any leaseof its rights in the Collateral Portfolio, license Collateral or other agreement the Pledged Equity does not release any Loan Party from any of its duties or any property subject to a purchase money security interestobligations under the Collateral Portfolio, Capital Lease Obligations the Collateral or similar arrangement with respect to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, purchase money, capital lease or similar arrangement or create a termination right in favor of any other party thereto (other than the Loan Parties or Holdings) after giving effect to the applicable anti‐assignment provisions of the Bankruptcy Code or other Applicable Law, other than proceeds Pledged Equity and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (iii) after none of the Closing DateAdministrative Agent, any Lender nor any other Secured Party shall have any obligations or liability under the Collateral Portfolio or Collateral by reason of this Agreement, nor shall the Administrative Agent, any Lender nor any other Secured Party be obligated to perform any of the extent a pledge of, and security interest in, such asset is prohibited by law obligations or prohibited by agreements containing anti‐assignment clauses not overridden by duties of the Bankruptcy Code Borrower thereunder or other Applicable Law (so long as such anti‐assignment clauses existed at the time such asset was acquired by the Loan Parties and was not implemented in contemplation of prohibiting a pledge to take any action to collect or enforce any claim for payment assigned hereunder); and (iv) any Excluded Amounts. USActive 58800445.158806140.10 -55- SK 28388 0001 10656366 v3.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Cim Real Estate Finance Trust, Inc.)
Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, each Co‐Borrower the Borrower hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of such Co‐Borrowerthe Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Collateral”): (i) all accounts, money, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property (including without limitation each General Partnership Investment)property, letter‐of‐credit letter-of-credit rights, software, supporting obligations, accessions or other property consisting of the Portfolio Assets, the other Related Portfolio Assets and Collections (but excluding the obligations thereunder); (ii) all Records; (iii) all Proceeds of the foregoing; (iv) the Collection Account and the Interest Reserve AccountsAccount; and (v) all proceeds and products of the foregoing.
(b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings and Kudu, as applicable, hereby grant grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of Holdings’ and Kudu’s, as applicable, Holding’s right, title and interest in and to, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Pledged Equity”): (A)
(i) all investment property and general intangibles consisting of the ownership, equity or other similar interests of Holdings in Kuduthe Borrower, including Kuduthe Borrower’s limited liability company membership interests; (ii) all certificates, instruments, writings and securities USActive 58800445.158806140.10 -54- SK 28388 0001 10656366 v3
(c) Notwithstanding evidencing the foregoing, the terms “Collateral”, “Collateral Portfolio” and “Pledged Equity” shall exclude, and in no event shall any Lien attach to any right, title or interest of the Loan Parties or Holdings in, to or under (the following, collectively, the “Excluded Assets”): (i) any lease, license or other agreement and the property subject thereto, in each case acquired or entered into by Holdings or by the Loan Parties after the Closing Date and not part of the Borrowing Base, which requires the consent, approval, license or authorization of any Person (other than the Loan Parties or Holdings or their respective Affiliates) as a condition to a grant of a security interest therein as contemplated herein, unless such consent, approval, license or authorization has been obtained or such required consent, approval, license or authorization is rendered ineffective or otherwise overridden after giving effect to the applicable anti‐assignment provisions of the Code or other Applicable Law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (ii) any lease, license or other agreement or any property subject to a purchase money security interest, Capital Lease Obligations or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, purchase money, capital lease or similar arrangement or create a termination right in favor of any other party thereto (other than the Loan Parties or Holdings) after giving effect to the applicable anti‐assignment provisions of the Bankruptcy Code or other Applicable Law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (iii) after the Closing Date, to operating agreement and other organizational documents of the extent a pledge of, Borrower and security interest in, such asset is prohibited by law or prohibited by agreements containing anti‐assignment clauses not overridden by the Bankruptcy Code all options or other Applicable Law (so long as rights to acquire any membership or other interests under such anti‐assignment clauses existed at the time such asset was acquired by the Loan Parties and was not implemented in contemplation of prohibiting a pledge hereunder)operating agreement or other organizational documents; and (iv) all dividends, distributions, capital, profits and surplus and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any Excluded Amounts. USActive 58800445.158806140.10 -55- SK 28388 0001 10656366 v3or all of the foregoing; (v) all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for Holdings in connection with, and relating to, the ownership of, or evidencing or containing information relating to, the foregoing; and
Appears in 1 contract
Sources: Loan and Servicing Agreement (ACRES Commercial Realty Corp.)
Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, each Co‐Borrower the Borrower hereby grants a security interest to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, in all of such Co‐Borrowerthe Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Collateral”): (i) all accounts, money, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property (including without limitation each General Partnership Investment)property, letter‐of‐credit rights, software, supporting obligations, accessions or other property consisting of Loan Assets, the Portfolio Assets and Collections (but excluding the obligations thereunder); (ii) all Records; (iii) all Proceeds of the foregoing; (iv) the Collection Account and the Interest Reserve Accounts; and AccountAccounts, (v) all proceeds and products of the foregoing.
(b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings and Kudu, as applicable, hereby grant a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of Holdings’ and Kudu’s, as applicable, right, title and interest in and to, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Pledged Equity”): (A)
(i) all investment property and general intangibles consisting of the ownership, equity or other similar interests of Holdings in Kudu, including Kudu’s limited liability company membership interestsExpense Reserve Account; (iivi) all certificates, instruments, writings and securities USActive 58800445.158806140.10 -54- SK 28388 0001 10656366 v3
(c) Notwithstanding the foregoing, the terms “Collateral”, “Collateral Portfolio” and “Pledged Equity” shall exclude, and in no event shall any Lien attach to any right, title or interest of the Loan Parties or Holdings in, to or under (the following, collectively, the “Excluded Assets”): (i) any lease, license or other agreement and the property subject thereto, in each case acquired or entered into by Holdings or by the Loan Parties after the Closing Date and not part of the Borrowing Base, which requires the consent, approval, license or authorization of any Person (other than the Loan Parties or Holdings or their respective Affiliates) as a condition to a grant of a security interest therein as contemplated herein, unless such consent, approval, license or authorization has been obtained or such required consent, approval, license or authorization is rendered ineffective or otherwise overridden after giving effect to the applicable anti‐assignment provisions of the Code or other Applicable Law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (ii) any lease, license or other agreement or any property subject to a purchase money security interest, Capital Lease Obligations or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, purchase money, capital lease or similar arrangement or create a termination right in favor of any other party thereto (other than the Loan Parties or Holdings) after giving effect to the applicable anti‐assignment provisions of the Bankruptcy Code or other Applicable Law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (iii) after the Closing Date, to the extent a pledge of, and security interest in, such asset is prohibited by law or prohibited by agreements containing anti‐assignment clauses not overridden by the Bankruptcy Code or other Applicable Law (so long as such anti‐assignment clauses existed at the time such asset was acquired by the Loan Parties and was not implemented in contemplation of prohibiting a pledge hereunder); and (iv) any Excluded Amounts. USActive 58800445.158806140.10 -55- SK 28388 0001 10656366 v3Operating Account;
Appears in 1 contract
Sources: Loan and Servicing Agreement (Carlyle Credit Solutions, Inc.)
Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, due of the Obligations and the performance by the Co‐Borrowers Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Transaction Document, whether now or hereafter existingthe Borrower hereby Grants to the Trustee on behalf of the Secured Creditors (and their respective successors and assigns), due or to become due, direct or indirect, or absolute or contingent, each Co‐Borrower hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of such Co‐Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Collateral”): (i) all accounts, money, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property (including without limitation each General Partnership Investment), letter‐of‐credit rights, software, supporting obligations, accessions or other property consisting of Portfolio Assets and Collections (but excluding the obligations thereunder); (ii) all Records; (iii) all Proceeds of the foregoing; (iv) the Collection Account and the Interest Reserve Accounts; and (v) all proceeds and products of the foregoing.
(b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings and Kudu, as applicable, hereby grant a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of Holdings’ and Kudu’s, as applicable, Borrower's right, title and interest in accounts, general intangibles, payment intangibles, instruments, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and toall of the property and interests in property, whether tangible or intangible and whether now owned or hereinafter existing or hereafter arising or acquired (and wheresoever located arising from, consisting of, or related to any of the following (collectively, to the extent not constituting Excluded Assets, the “US "Pledged Equity”): (A)Collateral"):
(ia) all investment property Financed Loans (including any beneficial interests in Financed Loans);
(b) all revenues and general intangibles consisting recoveries of the ownership, equity or other similar interests of Holdings in Kuduprincipal from Financed Loans, including Kudu’s limited liability company membership interests; (ii) all certificates, instruments, writings borrower payments and securities USActive 58800445.158806140.10 -54- SK 28388 0001 10656366 v3reimbursements of principal and accrued interest on default claims received from any Guarantor;
(c) Notwithstanding any other Collections, Permitted Investments, funds and accrued earnings thereon held in the various funds and accounts created under this Agreement, including the Collection Account and the Cash Reserve Account;
(d) all rights and remedies (but none of the obligations) under each of the Transaction Documents;
(e) all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Financed Loans, whether pursuant to the contract related to such Financed Loan or otherwise;
(f) all Records relating to such Financed Loans; and
(g) all proceeds of any of the foregoing, the terms “Collateral”, “Collateral Portfolio” and “Pledged Equity” shall exclude, and in no event shall any Lien attach to any right, title or interest of the Loan Parties or Holdings in, to or under (the following, collectively, the “Excluded Assets”): (i) any lease, license or other agreement and the property subject thereto, in each case acquired or entered into by Holdings or by the Loan Parties after the Closing Date and not part of the Borrowing Base, which requires the consent, approval, license or authorization of any Person (other than the Loan Parties or Holdings or their respective Affiliates) as a condition to a grant of a security interest therein as contemplated herein, unless such consent, approval, license or authorization has been obtained or such required consent, approval, license or authorization is rendered ineffective or otherwise overridden after giving effect to the applicable anti‐assignment provisions of the Code or other Applicable Law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (ii) any lease, license or other agreement or any property subject to a purchase money security interest, Capital Lease Obligations or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, purchase money, capital lease or similar arrangement or create a termination right in favor of any other party thereto (other than the Loan Parties or Holdings) after giving effect to the applicable anti‐assignment provisions of the Bankruptcy Code or other Applicable Law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (iii) after the Closing Date, to the extent a pledge of, and security interest in, such asset is prohibited by law or prohibited by agreements containing anti‐assignment clauses not overridden by the Bankruptcy Code or other Applicable Law (so long as such anti‐assignment clauses existed at the time such asset was acquired by the Loan Parties and was not implemented in contemplation of prohibiting a pledge hereunder); and (iv) any Excluded Amounts. USActive 58800445.158806140.10 -55- SK 28388 0001 10656366 v3.
Appears in 1 contract
Grant of a Security Interest. (a) To secure the prompt prompt, complete and complete indefeasible payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers Borrower of all of the covenants and obligations to be performed by such party pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, each Co‐Borrower (i) the Borrower hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of such Co‐Borrowerthe Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Collateral”): (ia) all accounts, money, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property (including without limitation each General Partnership Investment)property, letter‐of‐credit letter-of-credit rights, software, supporting obligations, accessions or other property consisting of the Loan Assets, related Portfolio Assets and Collections (but excluding the obligations thereunder); (iib) all Records; (iiic) all Proceeds of the foregoing; (ivd) the Collection Account and the Interest Reserve AccountsAccount; and (ve) all proceeds and products of the foregoing.
foregoing and (bii) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings and Kudu, as applicable, hereby grant grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of Holdings’ and Kudu’s, as applicable, Holding’s right, title and interest in and to, whether now owned or hereinafter acquired acquired, (the following collectively, to the extent not constituting Excluded Assets, the “US Pledged Equity”): (A)
(ia) all investment property and general intangibles consisting of the ownership, equity or other similar interests of Holdings in Kuduthe Borrower, including Kudu’s shares of capital stock, limited liability company membership interests and partnership interests; , (iib) all certificates, instruments, writings and securities USActive 58800445.158806140.10 -54- SK 28388 0001 10656366 v3
evidencing the foregoing, (c) Notwithstanding the operating agreements or other organizational documents of the Borrower and all options or other rights to acquire any capital stock, membership or other interests under such operating agreements or other organizational documents, (d) all dividends, distributions, capital, profits and surplus and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing, (e) all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for Holdings in connection with, and relating to, the terms “Collateral”ownership of, “Collateral Portfolio” or evidencing or containing information relating to, the foregoing and (f) all proceeds, supporting obligations and products of any of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing (the “Pledged Equity” ”). For the avoidance of doubt, the Collateral and Collateral Portfolio shall excludenot include any Delayed Draw Amounts, and in no event shall any Lien attach to any rightthe Borrower does not hereby assign, title pledge or interest of the Loan Parties or Holdings in, to or under (the following, collectively, the “Excluded Assets”): (i) any lease, license or other agreement and the property subject thereto, in each case acquired or entered into by Holdings or by the Loan Parties after the Closing Date and not part of the Borrowing Base, which requires the consent, approval, license or authorization of any Person (other than the Loan Parties or Holdings or their respective Affiliates) as a condition to a grant of a security interest therein as contemplated herein, unless in any such consent, approval, license or authorization has been obtained or such required consent, approval, license or authorization is rendered ineffective or otherwise overridden after giving effect amounts. Anything herein to the applicable anti‐assignment provisions of contrary notwithstanding, (a) the Code or other Applicable Law, other than proceeds Borrower shall remain liable under the Collateral Portfolio and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (ii) any lease, license or other agreement or any property subject to a purchase money security interest, Capital Lease Obligations or similar arrangement Collateral to the extent that a grant set forth therein to perform all of a security interest therein would violate or invalidate such leaseits duties and obligations thereunder to the same extent as if this Agreement had not been executed, license or agreement(b) the exercise by the Administrative Agent, purchase moneyfor the benefit of the Secured Parties, capital lease or similar arrangement or create a termination right in favor of any other party thereto (other than of its rights in the Loan Parties Collateral Portfolio, Collateral or Holdings) after giving effect the Pledged Equity shall not release the Borrower or Holdings from any of its duties or obligations under the Collateral Portfolio, the Collateral or with respect to the applicable anti‐assignment provisions Pledged Equity, and (c) none of the Bankruptcy Code Administrative Agent, any Lender (nor its successors and assigns) nor any Secured Party shall have any obligations or other Applicable Lawliability under the Collateral Portfolio or Collateral by reason of this Agreement, other than proceeds nor shall the Administrative Agent, any Lender (nor its successors and receivables thereof, assigns) nor any Secured Party be obligated to perform any of the assignment obligations or duties of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (iii) after the Closing Date, Borrower thereunder or to the extent a pledge of, and security interest in, such asset is prohibited by law take any action to collect or prohibited by agreements containing anti‐assignment clauses not overridden by the Bankruptcy Code or other Applicable Law (so long as such anti‐assignment clauses existed at the time such asset was acquired by the Loan Parties and was not implemented in contemplation of prohibiting a pledge enforce any claim for payment assigned hereunder); and (iv) any Excluded Amounts. USActive 58800445.158806140.10 -55- SK 28388 0001 10656366 v3.
Appears in 1 contract
Sources: Loan and Servicing Agreement (KKR Real Estate Finance Trust Inc.)
Grant of a Security Interest. (a) To secure the prompt prompt, complete and complete indefeasible payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers Borrower of all of the covenants and obligations to be performed by such party pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, each Co‐Borrower (i) the Borrower hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of such Co‐Borrower’s the Borrower's right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US "Collateral”"): (ia) all accounts, money, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property (including without limitation each General Partnership Investment)property, letter‐of‐credit letter-of-credit rights, software, supporting obligations, accessions or other property consisting of the Loan Assets, related Portfolio Assets and Collections (but excluding the obligations thereunder); (iib) all Records; (iiic) all Proceeds of the foregoing; (ivd) the Collection Account and the Interest Reserve AccountsAccount; and (ve) all proceeds and products of the foregoing.
foregoing and (bii) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings and Kudu, as applicable, hereby grant grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of Holdings’ and Kudu’s, as applicable, Holding's right, title and interest in and to, whether now owned or hereinafter acquired acquired, (the following collectively, to the extent not constituting Excluded Assets, the “US Pledged Equity”): (A)
(ia) all investment property and general intangibles consisting of the ownership, equity or other similar interests of Holdings in Kuduthe Borrower, including Kudu’s shares of capital stock, limited liability company membership interests and partnership interests; , (iib) all certificates, instruments, writings and securities USActive 58800445.158806140.10 -54- SK 28388 0001 10656366 v3
evidencing the foregoing, (c) Notwithstanding the operating agreements or other organizational documents of the Borrower and all options or other rights to acquire any capital stock, membership or other interests under such operating agreements or other organizational documents, (d) all dividends, distributions, capital, profits and surplus and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing, (e) all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for Holdings in connection with, and relating to, the terms “Collateral”ownership of, “Collateral Portfolio” or evidencing or containing information relating to, the foregoing and “(f) all proceeds, supporting obligations and products of any of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing (the "Pledged Equity” "). For the avoidance of doubt, the Collateral and Collateral Portfolio shall excludenot include any Delayed Draw Amounts, and in no event shall any Lien attach to any rightthe Borrower does not hereby assign, title pledge or interest of the Loan Parties or Holdings in, to or under (the following, collectively, the “Excluded Assets”): (i) any lease, license or other agreement and the property subject thereto, in each case acquired or entered into by Holdings or by the Loan Parties after the Closing Date and not part of the Borrowing Base, which requires the consent, approval, license or authorization of any Person (other than the Loan Parties or Holdings or their respective Affiliates) as a condition to a grant of a security interest therein as contemplated herein, unless in any such consent, approval, license or authorization has been obtained or such required consent, approval, license or authorization is rendered ineffective or otherwise overridden after giving effect amounts. Anything herein to the applicable anti‐assignment provisions of contrary notwithstanding, (a) the Code or other Applicable Law, other than proceeds Borrower shall remain liable under the Collateral Portfolio and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (ii) any lease, license or other agreement or any property subject to a purchase money security interest, Capital Lease Obligations or similar arrangement Collateral to the extent that a grant set forth therein to perform all of a security interest therein would violate or invalidate such leaseits duties and obligations thereunder to the same extent as if this Agreement had not been executed, license or agreement(b) the exercise by the Administrative Agent, purchase moneyfor the benefit of the Secured Parties, capital lease or similar arrangement or create a termination right in favor of any other party thereto (other than of its rights in the Loan Parties Collateral Portfolio, Collateral or Holdings) after giving effect the Pledged Equity shall not release the Borrower or Holdings from any of its duties or obligations under the Collateral Portfolio, the Collateral or with respect to the applicable anti‐assignment provisions Pledged Equity, and (c) none of the Bankruptcy Code Administrative Agent, any Lender (nor its successors and assigns) nor any Secured Party shall have any obligations or other Applicable Lawliability under the Collateral Portfolio or Collateral by reason of this Agreement, other than proceeds nor shall the Administrative Agent, any Lender (nor its successors and receivables thereof, assigns) nor any Secured Party be obligated to perform any of the assignment obligations or duties of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (iii) after the Closing Date, Borrower thereunder or to the extent a pledge of, and security interest in, such asset is prohibited by law take any action to collect or prohibited by agreements containing anti‐assignment clauses not overridden by the Bankruptcy Code or other Applicable Law (so long as such anti‐assignment clauses existed at the time such asset was acquired by the Loan Parties and was not implemented in contemplation of prohibiting a pledge enforce any claim for payment assigned hereunder); and (iv) any Excluded Amounts. USActive 58800445.158806140.10 -55- SK 28388 0001 10656366 v3.
Appears in 1 contract
Sources: Loan and Servicing Agreement (KKR Real Estate Finance Trust Inc.)
Grant of a Security Interest. (a) To secure the prompt prompt, complete and complete indefeasible payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, each Co‐Borrower the Borrower hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of such Co‐Borrowerthe Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Collateral”): (i) all accounts, money, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property (including without limitation each General Partnership Investment)property, letter‐of‐credit letter-of-credit rights, software, supporting obligations, accessions or other property consisting of the Loan Assets, related Portfolio Assets and Collections (but excluding the obligations thereunder); (ii) all Records; (iii) all Proceeds of the foregoing; (iv) the Collection Account and the Interest Reserve AccountsAccount; and (v) all proceeds and products of the foregoing.
(b) To secure the prompt prompt, complete and complete indefeasible payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings and Kudu, as applicable, hereby grant grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of Holdings’ and Kudu’s, as applicable, Holding’s right, title and interest in and to, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Pledged Equity”): (A)
(i) all investment property and general intangibles consisting of the ownership, equity or other similar interests of Holdings in Kudu, including Kudu’s limited liability company membership intereststhe Borrower; (ii) all certificates, instruments, writings and securities USActive 58800445.158806140.10 -54- SK 28388 0001 10656366 v3evidencing the foregoing; (iii) the operating agreement and other organizational documents of the Borrower and all options or other rights to acquire any membership or other interests under such operating agreement or other organizational documents; (iv) all dividends, distributions, capital, profits and surplus and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (v) all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for Holdings in connection with, and relating to, the ownership of, or evidencing or containing information relating to, the foregoing; and (vi) all proceeds, supporting obligations and products of any of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that notwithstanding the foregoing or any other provision of any Transaction Document, recourse to Holdings shall in all events be limited to the Pledged Equity.
(c) Notwithstanding Anything herein to the foregoingcontrary notwithstanding, the terms “Collateral”, “Collateral Portfolio” and “Pledged Equity” shall exclude, and in no event shall any Lien attach to any right, title or interest of the Loan Parties or Holdings in, to or under (the following, collectively, the “Excluded Assets”): (i) any lease, license or other agreement the Borrower shall remain liable under the Collateral Portfolio and the property subject thereto, in each case acquired or entered into by Holdings or by the Loan Parties after the Closing Date and not part of the Borrowing Base, which requires the consent, approval, license or authorization of any Person (other than the Loan Parties or Holdings or their respective Affiliates) as a condition to a grant of a security interest therein as contemplated herein, unless such consent, approval, license or authorization has been obtained or such required consent, approval, license or authorization is rendered ineffective or otherwise overridden after giving effect Collateral to the applicable anti‐assignment provisions extent set forth therein to perform all of its duties and obligations thereunder to the Code or other Applicable Lawsame extent as if this Agreement had not been executed, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (ii) any leasethe exercise by the Administrative Agent, license or other agreement or any property subject to a purchase money security interestfor the benefit of the Secured Parties, Capital Lease Obligations or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, purchase money, capital lease or similar arrangement or create a termination right in favor of any other party thereto (other than of its rights in the Loan Parties Collateral Portfolio, Collateral or Holdings) after giving effect to the applicable anti‐assignment provisions Pledged Equity does not release the Borrower from any of its duties or obligations under the Bankruptcy Code or other Applicable Law, other than proceeds and receivables thereofCollateral Portfolio, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; Collateral and (iii) after none of the Closing DateAdministrative Agent, any Lender nor any other Secured Party shall have any obligations or liability under the Collateral Portfolio or Collateral by reason of this Agreement, nor shall the Administrative Agent, any Lender nor any other Secured Party be obligated to perform any of the extent a pledge of, and security interest in, such asset is prohibited by law obligations or prohibited by agreements containing anti‐assignment clauses not overridden by duties of the Bankruptcy Code Borrower thereunder or other Applicable Law (so long as such anti‐assignment clauses existed at the time such asset was acquired by the Loan Parties and was not implemented in contemplation of prohibiting a pledge to take any action to collect or enforce any claim for payment assigned hereunder); and (iv) any Excluded Amounts. USActive 58800445.158806140.10 -55- SK 28388 0001 10656366 v3.
Appears in 1 contract
Sources: Loan and Servicing Agreement (FS Credit Real Estate Income Trust, Inc.)
Grant of a Security Interest. (a) To secure the prompt payment and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingentObligations, each Co‐Borrower New Guarantor hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in and Lien upon all Property (other than Excluded Assets) of such New Guarantor, including all of such Co‐Borrower’s right, title and interest in, to and under (but none of the obligations under) the followingfollowing Property, whether now owned or hereinafter acquired (the following collectivelyhereafter acquired, to the extent not constituting Excluded Assets, the “US Collateral”): and wherever located:
(i) all accounts, money, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property (including without limitation each General Partnership Investment), letter‐of‐credit rights, software, supporting obligations, accessions or other property consisting of Portfolio Assets and Collections (but excluding the obligations thereunder); Accounts;
(ii) all Records; Chattel Paper, including electronic chattel paper;
(iii) all Proceeds of the foregoing; Commercial Tort Claims;
(iv) the Collection Account and the Interest Reserve all Deposit Accounts; and ;
(v) all Documents;
(vi) all General Intangibles, including Intellectual Property;
(vii) all Goods, including Inventory, Equipment and fixtures;
(viii) all Instruments;
(ix) all Investment Property;
(x) all Letter-of-Credit Rights;
(xi) all Supporting Obligations;
(xii) all cash and other monies, whether or not in the possession or under the control of the Agent, a Lender, or a bailee or Affiliate of the Agent or a Lender, including any Cash Collateral;
(xiii) all accessions to, substitutions for, and all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and products unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Collateral; and
(xiv) all books and records (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records) pertaining to the foregoing.
(b) To further secure the prompt payment and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers of all of the covenants and obligations to be performed pursuant to this Agreement and Obligations, each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings and Kudu, as applicable, New Guarantor hereby grant a security interest grants to the Administrative Agent, for the benefit of the Secured Parties, in all of Holdings’ and Kudu’s, as applicable, right, title and interest in and to, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Pledged Equity”): (A):
(i) a continuing security interest in and Lien upon all investment property and general intangibles consisting amounts credited to any Deposit Account of the ownership, equity or other similar interests of Holdings in Kudusuch New Guarantor, including Kudu’s limited liability company membership interestsany sums in any blocked or lockbox accounts or in any accounts into which such sums are swept; and
(ii) all certificates, instruments, writings and securities USActive 58800445.158806140.10 -54- SK 28388 0001 10656366 v3
(c) Notwithstanding the foregoing, the terms “Collateral”, “Collateral Portfolio” and “Pledged Equity” shall exclude, and in no event shall any Lien attach to any right, title or interest of the Loan Parties or Holdings in, to or under (the following, collectively, the “Excluded Assets”): (i) any lease, license or other agreement and the property subject thereto, in each case acquired or entered into by Holdings or by the Loan Parties after the Closing Date and not part of the Borrowing Base, which requires the consent, approval, license or authorization of any Person (other than the Loan Parties or Holdings or their respective Affiliates) as a condition to a grant of a continuing security interest therein as contemplated herein, unless in and Lien upon all Cash Collateral held from time to time and all proceeds thereof whether such consent, approval, license Cash Collateral is held in a Cash Collateral Account or authorization has been obtained or such required consent, approval, license or authorization is rendered ineffective or otherwise overridden after giving effect to the applicable anti‐assignment provisions of the Code or other Applicable Law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (ii) any lease, license or other agreement or any property subject to a purchase money security interest, Capital Lease Obligations or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, purchase money, capital lease or similar arrangement or create a termination right in favor of any other party thereto (other than the Loan Parties or Holdings) after giving effect to the applicable anti‐assignment provisions of the Bankruptcy Code or other Applicable Law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (iii) after the Closing Date, to the extent a pledge of, and security interest in, such asset is prohibited by law or prohibited by agreements containing anti‐assignment clauses not overridden by the Bankruptcy Code or other Applicable Law (so long as such anti‐assignment clauses existed at the time such asset was acquired by the Loan Parties and was not implemented in contemplation of prohibiting a pledge hereunder); and (iv) any Excluded Amounts. USActive 58800445.158806140.10 -55- SK 28388 0001 10656366 v3elsewhere.
Appears in 1 contract
Sources: Credit Agreement (Covenant Transportation Group Inc)
Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, each Co‐Borrower the Borrower hereby grants a security interest to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, in all of such Co‐Borrowerthe Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Collateral”): (A) (i) all accounts, money, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property (including without limitation each General Partnership Investment)property, letter‐of‐credit letter-of-credit rights, software, supporting obligations, accessions or other property consisting of Portfolio Assets and Collections (but excluding the obligations thereunder); Assets, (ii) the Portfolio Assets and all RecordsCollections with respect thereto; (iii) all Records relating to the Portfolio Assets; (iv) all Proceeds of the foregoing; (ivv) the Collection Account, the Operating Account and the Interest Reserve Accounts; Unfunded Exposure Account, (vi) its Pledged Equity, and (vvi) all proceeds and products of the foregoing.
(b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers Loan Parties of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings and Kudu, as applicable, hereby grant grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of Holdings’ and Kudu’s, as applicable, Holding’s right, title and interest in and to, whether now owned or hereinafter acquired (the following collectivelyacquired, to the extent not constituting Excluded Assets, the “US its Pledged Equity”): (A)
(i) , and all investment property and general intangibles consisting of the ownership, equity or other similar interests of Holdings in Kudu, including Kudu’s limited liability company membership interests; (ii) all certificatesdocuments, instruments, writings proceeds, supporting obligations and securities USActive 58800445.158806140.10 -54- SK 28388 0001 10656366 v3products of any of the foregoing.
(c) Notwithstanding Anything herein to the foregoingcontrary notwithstanding, the terms “Collateral”, “Collateral Portfolio” and “Pledged Equity” shall exclude, and in no event shall any Lien attach to any right, title or interest of the Loan Parties or Holdings in, to or under (the following, collectively, the “Excluded Assets”): (i) any lease, license or other agreement and the property subject thereto, in each case acquired or entered into by Holdings or by Borrower shall remain liable under the Loan Parties after the Closing Date and not part of the Borrowing Base, which requires the consent, approval, license or authorization of any Person (other than the Loan Parties or Holdings or their respective Affiliates) as a condition to a grant of a security interest therein as contemplated herein, unless such consent, approval, license or authorization has been obtained or such required consent, approval, license or authorization is rendered ineffective or otherwise overridden after giving effect Collateral to the applicable anti‐assignment provisions extent set forth therein to perform all of its duties and obligations thereunder to the Code or other Applicable Lawsame extent as if this Agreement had not been executed, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (ii) the exercise by the Administrative Agent, for the benefit of the Secured Parties, of any lease, license of its rights in the Collateral or other agreement the Pledged Equity does not release the Borrower or Holdings (as applicable) from any property subject to a purchase money security interest, Capital Lease Obligations of its duties or similar arrangement obligations under the Collateral or with respect to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, purchase money, capital lease or similar arrangement or create a termination right in favor of any other party thereto Pledged Equity (other than the Loan Parties or Holdingsas applicable) after giving effect to the applicable anti‐assignment provisions of the Bankruptcy Code or other Applicable Law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (iii) after none of the Closing DateAdministrative Agent, any Lender or any other Secured Party shall have any obligations or liability under the Collateral or Pledged Equity by reason of this Agreement, nor shall the Administrative Agent, any Lender or any other Secured Party be obligated to perform any of the extent a pledge of, and security interest in, such asset is prohibited by law obligations or prohibited by agreements containing anti‐assignment clauses not overridden by duties of the Bankruptcy Code Borrower thereunder or other Applicable Law (so long as such anti‐assignment clauses existed at the time such asset was acquired by the Loan Parties and was not implemented in contemplation of prohibiting a pledge to take any action to collect or enforce any claim for payment assigned hereunder); and (iv) any Excluded Amounts. USActive 58800445.158806140.10 -55- SK 28388 0001 10656366 v3.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Stepstone Private Credit Fund LLC)
Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, each Co‐Borrower the Borrower hereby grants a security interest to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, in all of such Co‐Borrowerthe Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Collateral”): (i) all accounts, money, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property (including without limitation each General Partnership Investment)property, letter‐of‐credit letter-of-credit rights, software, supporting obligations, accessions or other property consisting of Loan Assets, the Portfolio Assets and Collections (but excluding the obligations thereunder); (ii) all Records; (iii) all Proceeds of the foregoing; (iv) the Collection Account and Accounts, (v) the Interest Expense Reserve Account; (vi) the Operating Account; (vii) the Custody Accounts; and (vviii) all proceeds and products of the foregoing.
(b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings and Kudu, as applicable, hereby grant grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of Holdings’ and Kudu’s, as applicable, Holding’s right, title and interest in and to, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Pledged Equity”): (A)
(i) all investment property and general intangibles consisting of the ownership, equity or other similar interests of Holdings in Kuduthe Borrower, including Kuduthe Borrower’s limited liability company membership interests; (ii) all certificates, instruments, writings and securities USActive 58800445.158806140.10 -54- SK 28388 0001 10656366 v3evidencing the foregoing; (iii) the operating agreement and other organizational documents of the Borrower and all options or other rights to acquire any membership or other interests under such operating agreement or other organizational documents; (iv) all dividends, distributions, capital, profits and surplus and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (v) all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for Holdings in connection with, and relating to, the ownership of, or evidencing or containing information relating to, the foregoing; and (vi) all proceeds, supporting obligations and products of any of the foregoing.
(c) Notwithstanding Anything herein to the foregoingcontrary notwithstanding, the terms “Collateral”, “Collateral Portfolio” and “Pledged Equity” shall exclude, and in no event shall any Lien attach to any right, title or interest of the Loan Parties or Holdings in, to or under (the following, collectively, the “Excluded Assets”): (i) any lease, license or other agreement the Borrower shall remain liable under the Collateral and the property subject thereto, in each case acquired or entered into by Holdings or by the Loan Parties after the Closing Date and not part of the Borrowing Base, which requires the consent, approval, license or authorization of any Person (other than the Loan Parties or Holdings or their respective Affiliates) as a condition to a grant of a security interest therein as contemplated herein, unless such consent, approval, license or authorization has been obtained or such required consent, approval, license or authorization is rendered ineffective or otherwise overridden after giving effect Collateral to the applicable anti‐assignment provisions extent set forth therein to perform all of its duties and obligations thereunder to the Code or other Applicable Lawsame extent as if this Agreement had not been executed, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (ii) the exercise by the Administrative Agent, for the benefit of the Secured Parties, of any leaseof its rights in the Collateral, license Collateral or other agreement the Pledged Equity does not release the Borrower or Holdings from any property subject to a purchase money security interestof its duties or obligations under the Collateral, Capital Lease Obligations the Collateral or similar arrangement with respect to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, purchase money, capital lease or similar arrangement or create a termination right in favor of any other party thereto (other than the Loan Parties or Holdings) after giving effect to the applicable anti‐assignment provisions of the Bankruptcy Code or other Applicable Law, other than proceeds Pledged Equity and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (iii) after none of the Closing DateAdministrative Agent, any Lender nor any other Secured Party shall have any obligations or liability under the Collateral or Collateral by reason of this Agreement, nor shall the Administrative Agent, any Lender nor any other Secured Party be obligated to perform any of the extent a pledge of, and security interest in, such asset is prohibited by law obligations or prohibited by agreements containing anti‐assignment clauses not overridden by duties of the Bankruptcy Code Borrower thereunder or other Applicable Law (so long as such anti‐assignment clauses existed at the time such asset was acquired by the Loan Parties and was not implemented in contemplation of prohibiting a pledge to take any action to collect or enforce any claim for payment assigned hereunder); and (iv) any Excluded Amounts. USActive 58800445.158806140.10 -55- SK 28388 0001 10656366 v3.
Appears in 1 contract
Sources: Fourth Amendment and Joinder to Loan and Servicing Agreement (Carlyle Secured Lending, Inc.)
Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, each Co‐Borrower the Borrower hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of such Co‐Borrowerthe Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Collateral”): (i) all accounts, money, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property (including without limitation each General Partnership Investment)property, letter‐of‐credit letter-of-credit rights, software, supporting obligations, accessions or other property consisting of the Portfolio Assets, the other Related Portfolio Assets and Collections (but excluding the obligations thereunder); (ii) all Records; (iii) all Proceeds of the foregoing; (iv) the Collection Account and the Interest Reserve AccountsAccount; and (v) all proceeds and products of the foregoing.
(b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings and Kudu, as applicable, hereby grant grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of Holdings’ and Kudu’s, as applicable, Holding’s right, title and interest in and to, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Pledged Equity”): (A)
(i) all investment property and general intangibles consisting of the ownership, equity or other similar interests of Holdings in Kuduthe Borrower, including Kuduthe Borrower’s limited liability company membership interests; (ii) all certificates, instruments, writings and securities USActive 58800445.158806140.10 -54- SK 28388 0001 10656366 v3evidencing the foregoing; (iii) the operating agreement and other organizational documents of the Borrower and all options or other rights to acquire any membership or other interests under such operating agreement or other organizational documents; (iv) all dividends, distributions, capital, profits and surplus and other property NAI-1528532842v5 or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (v) all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for Holdings in connection with, and relating to, the ownership of, or evidencing or containing information relating to, the foregoing; and (vi) all proceeds, supporting obligations and products of any of the foregoing.
(c) Notwithstanding Anything herein to the foregoingcontrary notwithstanding, the terms “Collateral”, “Collateral Portfolio” and “Pledged Equity” shall exclude, and in no event shall any Lien attach to any right, title or interest of the Loan Parties or Holdings in, to or under (the following, collectively, the “Excluded Assets”): (i) any lease, license or other agreement the Borrower shall remain liable under the Collateral Portfolio and the property subject thereto, in each case acquired or entered into by Holdings or by the Loan Parties after the Closing Date and not part of the Borrowing Base, which requires the consent, approval, license or authorization of any Person (other than the Loan Parties or Holdings or their respective Affiliates) as a condition to a grant of a security interest therein as contemplated herein, unless such consent, approval, license or authorization has been obtained or such required consent, approval, license or authorization is rendered ineffective or otherwise overridden after giving effect Collateral to the applicable anti‐assignment provisions extent set forth therein to perform all of its duties and obligations thereunder to the Code or other Applicable Lawsame extent as if this Agreement had not been executed, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (ii) the exercise by the Administrative Agent, for the benefit of the Secured Parties, of any leaseof its rights in the Collateral Portfolio, license Collateral or other agreement the Pledged Equity does not release the Borrower or Holdings from any property subject to a purchase money security interestof its duties or obligations under the Collateral Portfolio, Capital Lease Obligations the Collateral or similar arrangement with respect to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, purchase money, capital lease or similar arrangement or create a termination right in favor of any other party thereto (other than the Loan Parties or Holdings) after giving effect to the applicable anti‐assignment provisions of the Bankruptcy Code or other Applicable Law, other than proceeds Pledged Equity and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (iii) after none of the Closing DateAdministrative Agent, any Lender nor any other Secured Party shall have any obligations or liability under the Collateral Portfolio or Collateral by reason of this Agreement, nor shall the Administrative Agent, any Lender nor any other Secured Party be obligated to perform any of the extent obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(d) At the request of the Initial Lender at any time that a pledge ofCash Trap Event has occurred and is continuing, the Borrower shall, at its expense, enter into a mortgage, deed of trust or similar security document granting the Administrative Agent a lien on any Portfolio Asset that is real estate owned real property and security interest in, take such asset other actions and enter such other documentation as is prohibited by law or prohibited by agreements containing anti‐assignment clauses not overridden by the Bankruptcy Code or other Applicable Law (so long as customary to ▇▇▇▇▇ ▇ ▇▇▇▇ on such anti‐assignment clauses existed at the time such asset was acquired by the Loan Parties and was not implemented in contemplation of prohibiting property to a pledge hereunder); and (iv) any Excluded Amounts. USActive 58800445.158806140.10 -55- SK 28388 0001 10656366 v3commercial lender.
Appears in 1 contract
Sources: Loan and Servicing Agreement (ACRES Commercial Realty Corp.)
Grant of a Security Interest. (a) To secure the prompt prompt, complete and complete indefeasible payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers Borrower of all of the covenants and obligations to be performed by such party pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, each Co‐Borrower (i) the Borrower hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of such Co‐Borrowerthe Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Collateral”): (ia) all accounts, money, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property (including without limitation each General Partnership Investment)property, letter‐of‐credit letter‑of‑credit rights, software, supporting obligations, accessions or other property consisting of the Loan Assets, related Portfolio Assets and Collections (but excluding the obligations thereunder); (iib) all Records; (iiic) all Proceeds of the foregoing; (ivd) the Collection Account and the Interest Reserve AccountsAccount; and (ve) all proceeds and products of the foregoing.
foregoing and (bii) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings and Kudu, as applicable, hereby grant grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of Holdings’ and Kudu’s, as applicable, Holding’s right, title and interest in and to, whether now owned or hereinafter acquired acquired, (the following collectively, to the extent not constituting Excluded Assets, the “US Pledged Equity”): (A)
(ia) all investment property and general intangibles consisting of the ownership, equity or other similar interests of Holdings in Kuduthe Borrower, including Kudu’s shares of capital stock, limited liability company membership interests and partnership interests; , (iib) all certificates, instruments, writings and securities USActive 58800445.158806140.10 -54- SK 28388 0001 10656366 v3
evidencing the foregoing, (c) Notwithstanding the operating agreements or other organizational documents of the Borrower and all options or other rights to acquire any capital stock, membership or other interests under such operating agreements or other organizational documents, (d) all dividends, distributions, capital, profits and surplus and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing, (e) all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for Holdings in connection with, and relating to, the terms “Collateral”ownership of, “Collateral Portfolio” or evidencing or containing information relating to, the foregoing and (f) all proceeds, supporting obligations and products of any of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing (the “Pledged Equity” ”). For the avoidance of doubt, the Collateral and Collateral Portfolio shall excludenot include any Delayed Draw Amounts, and in no event shall any Lien attach to any rightthe Borrower does not hereby assign, title pledge or interest of the Loan Parties or Holdings in, to or under (the following, collectively, the “Excluded Assets”): (i) any lease, license or other agreement and the property subject thereto, in each case acquired or entered into by Holdings or by the Loan Parties after the Closing Date and not part of the Borrowing Base, which requires the consent, approval, license or authorization of any Person (other than the Loan Parties or Holdings or their respective Affiliates) as a condition to a grant of a security interest therein as contemplated herein, unless in any such consent, approval, license or authorization has been obtained or such required consent, approval, license or authorization is rendered ineffective or otherwise overridden after giving effect amounts. Anything herein to the applicable anti‐assignment provisions of contrary notwithstanding, (a) the Code or other Applicable Law, other than proceeds Borrower shall remain liable under the Collateral Portfolio and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (ii) any lease, license or other agreement or any property subject to a purchase money security interest, Capital Lease Obligations or similar arrangement Collateral to the extent that a grant set forth therein to perform all of a security interest therein would violate or invalidate such leaseits duties and obligations thereunder to the same extent as if this Agreement had not been executed, license or agreement(b) the exercise by the Administrative Agent, purchase moneyfor the benefit of the Secured Parties, capital lease or similar arrangement or create a termination right in favor of any other party thereto (other than of its rights in the Loan Parties Collateral Portfolio, Collateral or Holdings) after giving effect the Pledged Equity shall not release the Borrower or Holdings from any of its duties or obligations under the Collateral Portfolio, the Collateral or with respect to the applicable anti‐assignment provisions Pledged Equity, and (c) none of the Bankruptcy Code Administrative Agent, any Lender (nor its successors and assigns) nor any Secured Party shall have any obligations or other Applicable Lawliability under the Collateral Portfolio or Collateral by reason of this Agreement, other than proceeds nor shall the Administrative Agent, any Lender (nor its successors and receivables thereof, assigns) nor any Secured Party be obligated to perform any of the assignment obligations or duties of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (iii) after the Closing Date, Borrower thereunder or to the extent a pledge of, and security interest in, such asset is prohibited by law take any action to collect or prohibited by agreements containing anti‐assignment clauses not overridden by the Bankruptcy Code or other Applicable Law (so long as such anti‐assignment clauses existed at the time such asset was acquired by the Loan Parties and was not implemented in contemplation of prohibiting a pledge enforce any claim for payment assigned hereunder); and (iv) any Excluded Amounts. USActive 58800445.158806140.10 -55- SK 28388 0001 10656366 v3.
Appears in 1 contract
Sources: Loan and Servicing Agreement (KKR Real Estate Finance Trust Inc.)
Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, each Co‐Borrower the Borrower hereby grants a security interest to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, in all of such Co‐Borrowerthe Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Collateral”): (i) all accounts, money, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property (including without limitation each General Partnership Investment)property, letter‐of‐credit letter-of-credit rights, software, supporting obligations, accessions or other property consisting of Loan Assets, the Portfolio Assets and Collections (but excluding the obligations thereunder); (ii) all Records; (iii) all Proceeds of the foregoing; (iv) the Collection Account and Account, (v) the Interest Expense Reserve AccountsAccount; and (vvi) all proceeds and products of the foregoing; provided that, the Collateral shall not include the Unfunded Exposure Account.
(b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings and Kudu, as applicable, hereby grant grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of Holdings’ and Kudu’s, as applicable, Holding’s right, title and interest in and to, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Pledged Equity”): (A)
(i) all investment property and general intangibles consisting of the ownership, equity or other similar interests of Holdings in Kuduthe Borrower, including Kuduthe Borrower’s limited liability company membership interests; (ii) all certificates, instruments, writings and securities USActive 58800445.158806140.10 -54- SK 28388 0001 10656366 v3evidencing the foregoing; (iii) the operating agreement and other organizational documents of the Borrower and all options or other rights to acquire any membership or other interests under such operating agreement or other organizational documents; (iv) all dividends, distributions, capital, profits and surplus and other property or proceeds from time to time received, receivable or otherwise -39- distributed in respect of or in exchange for any or all of the foregoing; (v) all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for Holdings in connection with, and relating to, the ownership of, or evidencing or containing information relating to, the foregoing; and (vi) all proceeds, supporting obligations and products of any of the foregoing.
(c) Notwithstanding Anything herein to the foregoingcontrary notwithstanding, the terms “Collateral”, “Collateral Portfolio” and “Pledged Equity” shall exclude, and in no event shall any Lien attach to any right, title or interest of the Loan Parties or Holdings in, to or under (the following, collectively, the “Excluded Assets”): (i) any lease, license or other agreement the Borrower shall remain liable under the Collateral and the property subject thereto, in each case acquired or entered into by Holdings or by the Loan Parties after the Closing Date and not part of the Borrowing Base, which requires the consent, approval, license or authorization of any Person (other than the Loan Parties or Holdings or their respective Affiliates) as a condition to a grant of a security interest therein as contemplated herein, unless such consent, approval, license or authorization has been obtained or such required consent, approval, license or authorization is rendered ineffective or otherwise overridden after giving effect Collateral to the applicable anti‐assignment provisions extent set forth therein to perform all of its duties and obligations thereunder to the Code or other Applicable Lawsame extent as if this Agreement had not been executed, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (ii) the exercise by the Administrative Agent, for the benefit of the Secured Parties, of any leaseof its rights in the Collateral, license Collateral or other agreement the Pledged Equity does not release the Borrower or Holdings from any property subject to a purchase money security interestof its duties or obligations under the Collateral, Capital Lease Obligations the Collateral or similar arrangement with respect to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, purchase money, capital lease or similar arrangement or create a termination right in favor of any other party thereto (other than the Loan Parties or Holdings) after giving effect to the applicable anti‐assignment provisions of the Bankruptcy Code or other Applicable Law, other than proceeds Pledged Equity and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (iii) after none of the Closing DateAdministrative Agent, any Lender nor any other Secured Party shall have any obligations or liability under the Collateral or Collateral by reason of this Agreement, nor shall the Administrative Agent, any Lender nor any other Secured Party be obligated to perform any of the extent a pledge of, and security interest in, such asset is prohibited by law obligations or prohibited by agreements containing anti‐assignment clauses not overridden by duties of the Bankruptcy Code Borrower thereunder or other Applicable Law (so long as such anti‐assignment clauses existed at the time such asset was acquired by the Loan Parties and was not implemented in contemplation of prohibiting a pledge to take any action to collect or enforce any claim for payment assigned hereunder); and (iv) any Excluded Amounts. USActive 58800445.158806140.10 -55- SK 28388 0001 10656366 v3.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Carlyle Credit Solutions, Inc.)
Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, each Co‐Borrower hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of such Co‐Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Collateral”): (i) all accounts, money, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property (including without limitation each General Partnership Investment), letter‐of‐credit rights, software, supporting obligations, accessions or other property consisting of Portfolio Assets and Collections (but excluding the obligations thereunder); (ii) all Records; (iii) all Proceeds of the foregoing; (iv) the Collection Account and the Interest Reserve Accounts; and (v) all proceeds and products of the foregoing.
(b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings and Kudu, as applicable, hereby grant a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of Holdings’ and Kudu’s, as applicable, right, title and interest in and to, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Pledged Equity”): (A)
(i) all investment property and general intangibles consisting of the ownership, equity or other similar interests of Holdings in Kudu, including Kudu’s limited liability company membership interests; (ii) all certificates, instruments, writings and securities evidencing the foregoing; (iii) the operating agreement and other organizational documents of -56- USActive 58800445.158806140.10 -54- 58806140.10 -56-60444631.4 SK 28388 0001 10656366 v3
(c) Notwithstanding the foregoing, the terms “Collateral”, “Collateral Portfolio” and “Pledged Equity” shall exclude, and in no event shall any Lien attach to any right, title or interest of the Loan Parties or Holdings in, to or under (the following, collectively, the “Excluded Assets”): (i) any lease, license or other agreement and the property subject thereto, in each case acquired or entered into by Holdings or by the Loan Parties after the Closing Date and not part of the Borrowing Base, which requires the consent, approval, license or authorization of any Person (other than the Loan Parties or Holdings or their respective Affiliates) as a condition to a grant of a security interest therein as contemplated herein, unless such consent, approval, license or authorization has been obtained or such required consent, approval, license or authorization is rendered ineffective or otherwise overridden after giving effect to the applicable anti‐assignment provisions of the Code or other Applicable Law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (ii) any lease, license or other agreement or any property subject to a purchase money security interest, Capital Lease Obligations or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, purchase money, capital lease or similar arrangement or create a termination right in favor of any other party thereto (other than the Loan Parties or Holdings) after giving effect to the applicable anti‐assignment provisions of the Bankruptcy Code or other Applicable Law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (iii) after the Closing Date, to the extent a pledge of, and security interest in, such asset is prohibited by law or prohibited by agreements containing anti‐assignment clauses not overridden by the Bankruptcy Code or other Applicable Law (so long as such anti‐assignment clauses existed at the time such asset was acquired by the Loan Parties and was not implemented in contemplation of prohibiting a pledge hereunder); and (iv) any Excluded Amounts. -57- USActive 58800445.158806140.10 -55- 58806140.10 -57-60444631.4 SK 28388 0001 10656366 v3
Appears in 1 contract
Sources: Loan and Servicing Agreement (White Mountains Insurance Group LTD)
Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, each Co‐Borrower the Borrower hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of such Co‐Borrowerthe Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Collateral”): (i) all accounts, money, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property (including without limitation each General Partnership Investment)property, letter‐of‐credit letter-of-credit rights, software, supporting obligations, accessions or other property consisting of the Portfolio Assets, related Portfolio Assets and Collections (but excluding the obligations thereunder); (ii) all Portfolio Asset Files and Records; (iii) all Proceeds of the foregoing; (iv) the Collection Account and the Interest Reserve AccountsAccount; and (v) all proceeds and products of the foregoing; provided that the Collateral shall not include any Excluded Amounts.
(b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings and Kudu, as applicable, hereby grant grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of Holdings’ and Kudu’s, as applicable, Holding’s right, title and interest in and to, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Pledged Equity”): (A)
acquired: (i) all investment property and general intangibles consisting of the ownership, equity or other similar interests of Holdings in Kuduthe Borrower, including Kuduthe Borrower’s limited liability company membership interests; (ii) all certificates, instruments, writings and securities USActive 58800445.158806140.10 -54- SK 28388 0001 10656366 v3evidencing the foregoing; (iii) the operating agreement and other organizational documents of the Borrower and all options or other rights to acquire any membership or other interests under such operating agreement or other organizational documents; (iv) all dividends, distributions, capital, profits and surplus and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (v) all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for Holdings in connection with, and relating to, the ownership of, or evidencing or containing information relating to, the foregoing; and (vi) all proceeds, supporting obligations and products of any of the foregoing (collectively, (A) and (B), the “Pledged Equity”). Holdings consents to the transfer of any Pledged Equity to the Administrative Agent or its designee, in connection with an exercise of remedies in accordance with Applicable Law following, and during the occurrence of, an Event of Default and to the substitution of the Administrative Agent or its designee as a member in the Borrower with all the rights and powers related thereto, subject to the terms of this Agreement. The Pledged Equity shall not be represented by a certificate unless (A) the limited liability company agreement of the Borrower expressly provides that such interest shall be a “security” within the meaning of Article 8 of the UCC of the applicable jurisdiction and (B) such certificate shall be delivered as provided in Section 4.01(aa)(xv).
(c) Notwithstanding Anything herein to the foregoingcontrary notwithstanding, the terms “Collateral”, “Collateral Portfolio” and “Pledged Equity” shall exclude, and in no event shall any Lien attach to any right, title or interest of the Loan Parties or Holdings in, to or under (the following, collectively, the “Excluded Assets”): (i) any lease, license or other agreement the Borrower shall remain liable under the Collateral Portfolio and the property subject thereto, in each case acquired or entered into by Holdings or by the Loan Parties after the Closing Date and not part of the Borrowing Base, which requires the consent, approval, license or authorization of any Person (other than the Loan Parties or Holdings or their respective Affiliates) as a condition to a grant of a security interest therein as contemplated herein, unless such consent, approval, license or authorization has been obtained or such required consent, approval, license or authorization is rendered ineffective or otherwise overridden after giving effect Collateral to the applicable anti‐assignment provisions extent set forth therein to perform all of its duties and obligations thereunder to the Code or other Applicable Lawsame extent as if this Agreement had not been executed, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (ii) the exercise by the Administrative Agent, for the benefit of the Secured Parties, of any leaseof its rights in the Collateral Portfolio, license Collateral or other agreement the Pledged Equity does not release the Borrower or Holdings from any property subject to a purchase money security interestof its duties or obligations under the Collateral Portfolio, Capital Lease Obligations the Collateral or similar arrangement with respect to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, purchase money, capital lease or similar arrangement or create a termination right in favor of any other party thereto (other than the Loan Parties or Holdings) after giving effect to the applicable anti‐assignment provisions of the Bankruptcy Code or other Applicable Law, other than proceeds Pledged Equity and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (iii) after none of the Closing DateAdministrative Agent, any Lender nor any other Secured Party shall have any obligations or liability under the Collateral Portfolio or the Collateral by reason of this Agreement, nor shall the Administrative Agent, any Lender nor any other Secured Party be obligated to perform any of the extent a pledge of, and security interest in, such asset is prohibited by law obligations or prohibited by agreements containing anti‐assignment clauses not overridden by duties of the Bankruptcy Code Borrower thereunder or other Applicable Law (so long as such anti‐assignment clauses existed at the time such asset was acquired by the Loan Parties and was not implemented in contemplation of prohibiting a pledge to take any action to collect or enforce any claim for payment assigned hereunder); and (iv) any Excluded Amounts. USActive 58800445.158806140.10 -55- SK 28388 0001 10656366 v3.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Business Development Corp of America)
Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, each Co‐Borrower the Borrower hereby grants a security interest to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, in all of such Co‐Borrowerthe Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Collateral”): (i) all accounts, money, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property (including without limitation each General Partnership Investment)property, letter‐of‐credit rights, software, supporting obligations, accessions or other property consisting of Loan Assets, the Portfolio Assets and Collections (but excluding the obligations thereunder); (ii) all Records; (iii) all Proceeds of the foregoing; (iv) the Collection Account and Accounts, (v) the Interest Expense Reserve Account; (vi) the Operating Account; (vii) the Custody Accounts; and (vviii) all proceeds and products of the foregoing.
(b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or -59- indirect, or absolute or contingent, Holdings and Kudu, as applicable, hereby grant grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of Holdings’ and Kudu’s, as applicable, Holding’s right, title and interest in and to, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Pledged Equity”): (A)
(i) all investment property and general intangibles consisting of the ownership, equity or other similar interests of Holdings in Kuduthe Borrower, including Kuduthe Borrower’s limited liability company membership interests; (ii) all certificates, instruments, writings and securities USActive 58800445.158806140.10 -54- SK 28388 0001 10656366 v3evidencing the foregoing; (iii) the operating agreement and other organizational documents of the Borrower and all options or other rights to acquire any membership or other interests under such operating agreement or other organizational documents; (iv) all dividends, distributions, capital, profits and surplus and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (v) all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for Holdings in connection with, and relating to, the ownership of, or evidencing or containing information relating to, the foregoing; and (vi) all proceeds, supporting obligations and products of any of the foregoing.
(c) Notwithstanding Anything herein to the foregoingcontrary notwithstanding, the terms “Collateral”, “Collateral Portfolio” and “Pledged Equity” shall exclude, and in no event shall any Lien attach to any right, title or interest of the Loan Parties or Holdings in, to or under (the following, collectively, the “Excluded Assets”): (i) any lease, license or other agreement the Borrower shall remain liable under the Collateral and the property subject thereto, in each case acquired or entered into by Holdings or by the Loan Parties after the Closing Date and not part of the Borrowing Base, which requires the consent, approval, license or authorization of any Person (other than the Loan Parties or Holdings or their respective Affiliates) as a condition to a grant of a security interest therein as contemplated herein, unless such consent, approval, license or authorization has been obtained or such required consent, approval, license or authorization is rendered ineffective or otherwise overridden after giving effect Collateral to the applicable anti‐assignment provisions extent set forth therein to perform all of its duties and obligations thereunder to the Code or other Applicable Lawsame extent as if this Agreement had not been executed, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (ii) the exercise by the Administrative Agent, for the benefit of the Secured Parties, of any leaseof its rights in the Collateral, license Collateral or other agreement the Pledged Equity does not release the Borrower or Holdings from any property subject to a purchase money security interestof its duties or obligations under the Collateral, Capital Lease Obligations the Collateral or similar arrangement with respect to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, purchase money, capital lease or similar arrangement or create a termination right in favor of any other party thereto (other than the Loan Parties or Holdings) after giving effect to the applicable anti‐assignment provisions of the Bankruptcy Code or other Applicable Law, other than proceeds Pledged Equity and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (iii) after none of the Closing DateAdministrative Agent, any Lender nor any other Secured Party shall have any obligations or liability under the Collateral or Collateral by reason of this Agreement, nor shall the Administrative Agent, any Lender nor any other Secured Party be obligated to perform any of the extent a pledge of, and security interest in, such asset is prohibited by law obligations or prohibited by agreements containing anti‐assignment clauses not overridden by duties of the Bankruptcy Code Borrower thereunder or other Applicable Law (so long as such anti‐assignment clauses existed at the time such asset was acquired by the Loan Parties and was not implemented in contemplation of prohibiting a pledge to take any action to collect or enforce any claim for payment assigned hereunder); and (iv) any Excluded Amounts. USActive 58800445.158806140.10 -55- SK 28388 0001 10656366 v3.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Carlyle Credit Solutions, Inc.)
Grant of a Security Interest. (a) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, each Co‐Borrower the Borrower hereby grants a security interest to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, in all of such Co‐Borrowerthe Borrower’s right, title and interest in, to and under (but none of the obligations under) the following, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Collateral”): (i) all accounts, money, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, intellectual property, goods, equipment, fixtures, contract rights, general intangibles, documents, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, securities accounts, deposit accounts, inventory, investment property (including without limitation each General Partnership Investment)property, letter‐of‐credit letter-of-credit rights, software, supporting obligations, accessions or other property consisting of Loan Assets, the Portfolio Assets and Collections (but excluding the obligations thereunder); (ii) all Records; (iii) all Proceeds of the foregoing; (iv) the Collection Account and Account, (v) the Interest Expense Reserve AccountsAccount; and (vvi) all proceeds and products of the foregoing; provided that, the Collateral shall not include the Unfunded Exposure Account.
(b) To secure the prompt and complete payment in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Co‐Borrowers Borrower of all of the covenants and obligations to be performed pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, Holdings and Kudu, as applicable, hereby grant grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of Holdings’ and Kudu’s, as applicable, Holding’s right, title and interest in and to, whether now owned or hereinafter acquired (the following collectively, to the extent not constituting Excluded Assets, the “US Pledged Equity”): (A)
(i) all investment property and general intangibles NAI-15121569431515895953v1213 -44- consisting of the ownership, equity or other similar interests of Holdings in Kuduthe Borrower, including Kuduthe Borrower’s limited liability company membership interests; (ii) all certificates, instruments, writings and securities USActive 58800445.158806140.10 -54- SK 28388 0001 10656366 v3evidencing the foregoing; (iii) the operating agreement and other organizational documents of the Borrower and all options or other rights to acquire any membership or other interests under such operating agreement or other organizational documents; (iv) all dividends, distributions, capital, profits and surplus and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (v) all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for Holdings in connection with, and relating to, the ownership of, or evidencing or containing information relating to, the foregoing; and (vi) all proceeds, supporting obligations and products of any of the foregoing.
(c) Notwithstanding Anything herein to the foregoingcontrary notwithstanding, the terms “Collateral”, “Collateral Portfolio” and “Pledged Equity” shall exclude, and in no event shall any Lien attach to any right, title or interest of the Loan Parties or Holdings in, to or under (the following, collectively, the “Excluded Assets”): (i) any lease, license or other agreement the Borrower shall remain liable under the Collateral and the property subject thereto, in each case acquired or entered into by Holdings or by the Loan Parties after the Closing Date and not part of the Borrowing Base, which requires the consent, approval, license or authorization of any Person (other than the Loan Parties or Holdings or their respective Affiliates) as a condition to a grant of a security interest therein as contemplated herein, unless such consent, approval, license or authorization has been obtained or such required consent, approval, license or authorization is rendered ineffective or otherwise overridden after giving effect Collateral to the applicable anti‐assignment provisions extent set forth therein to perform all of its duties and obligations thereunder to the Code or other Applicable Lawsame extent as if this Agreement had not been executed, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (ii) the exercise by the Administrative Agent, for the benefit of the Secured Parties, of any leaseof its rights in the Collateral, license Collateral or other agreement the Pledged Equity does not release the Borrower or Holdings from any property subject to a purchase money security interestof its duties or obligations under the Collateral, Capital Lease Obligations the Collateral or similar arrangement with respect to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, purchase money, capital lease or similar arrangement or create a termination right in favor of any other party thereto (other than the Loan Parties or Holdings) after giving effect to the applicable anti‐assignment provisions of the Bankruptcy Code or other Applicable Law, other than proceeds Pledged Equity and receivables thereof, the assignment of which is expressly deemed effective under Applicable Law notwithstanding such prohibition; (iii) after none of the Closing DateAdministrative Agent, any Lender nor any other Secured Party shall have any obligations or liability under the Collateral or Collateral by reason of this Agreement, nor shall the Administrative Agent, any Lender nor any other Secured Party be obligated to perform any of the extent a pledge of, and security interest in, such asset is prohibited by law obligations or prohibited by agreements containing anti‐assignment clauses not overridden by duties of the Bankruptcy Code Borrower thereunder or other Applicable Law (so long as such anti‐assignment clauses existed at the time such asset was acquired by the Loan Parties and was not implemented in contemplation of prohibiting a pledge to take any action to collect or enforce any claim for payment assigned hereunder); and (iv) any Excluded Amounts. USActive 58800445.158806140.10 -55- SK 28388 0001 10656366 v3.
Appears in 1 contract