Grant of Security Interests. As security for the prompt and complete payment and performance when due of all of the Secured Obligations, each Grantor does hereby pledge to the Administrative Agent, and does hereby grant to the Administrative Agent, for the benefit of the Secured Creditors, a continuing security interest in all of the right, title and interest of such Grantor in, to and under all of the following of each Grantor, whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”): (i) all Accounts, including, without limitation, each and every Account Receivable; (ii) all Goods; (iii) all Inventory; (iv) all Equipment; (v) all Documents; (vi) all Instruments; (vii) all Chattel Paper; (viii) all Money; (ix) all Deposit Accounts, including, but not limited to, the Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof; (x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash and other property held therein or credited thereto; (xi) all Investment Property; (xii) all Fixtures; (xiii) all As-Extracted Collateral, including, without limitation, all Minerals; (xiv) all General Intangibles, including, but not limited to, all Contract Rights; (xv) all Commercial Tort Claims; (xvi) all Intellectual Property; (xvii) all letters of credit and Letter-of-Credit Rights; (xviii) all Payment Intangibles; (xix) all Promissory Notes; (xx) all Supporting Obligations; (xxi) all insurance claims; (xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction; (xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and (xxiv) all Proceeds and Products of any and all of the foregoing.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured its Obligations, each Grantor Assignor does hereby pledge to assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent, in each case for the benefit of the Secured Creditors, a continuing security interest in all of the right, title and interest of such Grantor Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each Grantor, case whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):acquired:
(i) all Accounts, including, without limitation, each and every Account ReceivableAccount;
(ii) all cash;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims (including all Commercial Tort Claims described in Annex D hereto);
(vi) all Domain Names, Trade Secrets, and other proprietary information, including financial data, personal information, customer lists, supplier lists, business plans, and data collections;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(iiixiv) all Instruments;
(xv) all Inventory;
(iv) all Equipment;
(v) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, including, but not limited to, the Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash and other property held therein or credited thereto;
(xixvi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(xvi) all Intellectual PropertyProperty and Securities Accounts;
(xvii) all letters Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Marks, together with the registrations and right to all renewals thereof, the goodwill of the business of such Assignor symbolized by the Marks and all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same;
(xix) all Patents, together with all causes of action arising prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same;
(xx) all Permits;
(xxi) all Software and all recorded data of any kind or nature, and any media on which the foregoing is recorded;
(xxii) all Supporting Obligations; and
(xxiii) all Proceeds and products of any and all of the foregoing (all of the above, including this clause (xxiii), the “Collateral”); provided that no Assignor shall be required to grant a security interest hereunder in (and the term “Collateral” shall not include) any Excluded Collateral (so long as same remains “Excluded Collateral” in accordance with the definition thereof).
(b) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) Notwithstanding anything to the contrary contained in this Agreement, the Assignors shall not be required to take any actions to perfect the Collateral Agent’s security interest hereunder in motor vehicles, Letter-of-Credit Rights;, cash, Deposit Accounts and Securities Accounts, in each case except to the extent that a security interest in such types of Collateral can be perfected by (i) the filings of a UCC-1 (or similar) financing statement under the applicable UCC, (ii) in the case of Designated Deposit Accounts, by the execution and delivery of a Deposit Account Control Agreement in accordance with Section 9.18 of the Credit Agreement and (iii) in the case of Letter of Credit Rights, by taking the respective actions described in Section 3.8 hereof (and the representations, warranties and covenants contained in this Agreement with respect to a perfected security interest in such Collateral shall be qualified to the extent provided in this Section 1.1(c)).
(xviiid) all Payment Intangibles;
(xixNotwithstanding anything to the contrary contained in this Agreement, no security interest is assigned, transferred, pledged or granted in any “intent-to-use” application for registration of a ▇▇▇▇ filed pursuant to Section 1(b) all Promissory Notes;
(xxof the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051, prior to the filing with respect thereto of a verified “Statement of Use” pursuant to Section 1(d) all Supporting Obligations;
(xxiof the ▇▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) all insurance claims;
(xxii) all other itemsof the ▇▇▇▇▇▇ Act, kinds and types of personal property, tangible or intangible, of whatever natureto the extent that, and regardless of whether during the creation period in which, the assignment, transfer, pledge or perfection or effect of perfection or non-perfection grant of a security interest therein is governed by in such intent-to-use application would impair the UCC validity or enforceability of any particular jurisdiction or by any other registration that issues from that intent-to-use application under applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxiv) all Proceeds and Products of any and all of the foregoingfederal law.
Appears in 1 contract
Sources: Security Agreement (Town Sports International Holdings Inc)
Grant of Security Interests. As security for the prompt and complete payment and performance when due of all of the Secured Obligations, each the Grantor does hereby pledge to and collaterally assign unto the Administrative AgentLender, and does hereby grant to the Administrative Agent, for the benefit of the Secured CreditorsCreditor, a continuing security interest in in, all of the right, title and interest of such the Grantor in, to and under all of the following of each the Grantor, whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “"Collateral”"):
(i) all Accounts, including, without limitation, each and every Account Receivable;
(ii) all Goods;
(iii) all Inventory;
(iv) all Equipment;
(v) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, including, but not limited to, the Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash and other property held therein or credited thereto;
(xi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(xvi) all Intellectual Property;
(xvii) all letters Letter of credit and Letter-of-Credit Rights;
(xviiixvii) all Payment Intangibles;
(xixxviii) all Promissory Notes;
(xxxix) all Supporting Obligations;
(xxixx) all insurance claimsPermits;
(xxiixxi) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdictionlaw;
(xxiiixxii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxivxxiii) all Proceeds and Products of any and all of the foregoing.
Appears in 1 contract
Sources: Pledge and Security Agreement (Igi Laboratories, Inc)
Grant of Security Interests. As security for the prompt and complete payment and performance when due of all of the Secured Obligations, each Grantor does hereby pledge to pledge, collaterally assign and transfer unto the Administrative Collateral Agent, and does hereby grant to the Administrative Collateral Agent, for the benefit of the Secured Creditors, a continuing security interest in in, all of the right, title and interest of such Grantor in, to and under all of the following of each Grantor, whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):
(i) all Accounts, including, without limitation, each and every Account Receivable;
(ii) all Goods;
(iii) all Inventory;
(iv) all Equipment;
(v) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, including, but not limited to, the Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash and other property held therein or credited thereto;
(xi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(xvi) all Intellectual Property;
(xvii) all letters Letter of credit and Letter-of-Credit Rights;
(xviii) all Payment Intangibles;
(xix) all Promissory Notes;
(xx) all Supporting Obligations;
(xxi) all insurance claimsPermits;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxiv) all Proceeds and Products of any and all of the foregoing.
Appears in 1 contract
Sources: Pledge and Security Agreement (American Greetings Corp)
Grant of Security Interests. As (a) Subject to the terms of the Intercreditor Agreement with respect to rights and remedies between the Collateral Agent and the ABL Collateral Agent, as security for the prompt and complete payment and performance when due of all of the Secured its Obligations, each Grantor Assignor does hereby pledge to assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent, for the benefit of the Secured Creditors, a continuing security interest in all of the right, title and interest of such Grantor Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each Grantor, case whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):acquired:
(i) all Accounts, including, without limitation, each and every Account ReceivableAccount;
(ii) all Goodscash;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Equipment;
Chattel Paper (v) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, including, but not limited to, the Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash and other property held therein or credited thereto;
(xi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all MineralsTangible Chattel Paper and all Electronic Chattel Paper);
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xvv) all Commercial Tort Claims;
(vi) all Software and computer programs of such Assignor and all related licensing rights, documentation, drawings, specifications and schematics and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Trade Secret Rights, customer lists and all recorded data of any kind or nature, regardless of the medium or recording;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing (in each case, excluding Exempted Deposit Accounts);
(x) all Documents;
(xi) all Equipment;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Intellectual Investment Property;
(xvii) all letters of credit and Letter-of-Credit RightsRights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Payment IntangiblesMarks and any renewals thereof, the goodwill of the business of such Assignor symbolized by the Marks and all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same;
(xix) all Promissory NotesPatents, together with all causes of action arising prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same;
(xx) all Supporting ObligationsPermits;
(xxi) all insurance claims;Supporting Obligations; and
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxiv) all Proceeds and Products products of any and all of the foregoingforegoing (all of the above, the “Collateral”); provided that (x) no Voting Equity Interests (which shall include, for this purpose, the Convertible Preferred Equity Certificates issued by Aleris Luxembourg S.a. ▇.▇.) of any Foreign Corporation which represents more than 65% of the total combined voting power of all classes of Voting Equity Interests of the respective Foreign Corporation (with all Voting Equity Interests of the respective Foreign Corporation in excess of said 65% limit being herein called “Excess Foreign Corporation Equity Interests”) shall secure any direct Obligations of any U.S. Borrower (or guarantees of such Obligations by the respective Assignor) and such Excess Foreign Corporation Equity Interests shall secure Obligations of the respective Assignor only as a guarantor of the Obligations of the German Borrower, and (y) each Assignor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Foreign Corporation at any time and from time to time acquired by such Assignor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x).
(b) Notwithstanding anything herein to the contrary, in no event shall the Collateral include and no Assignor shall be deemed to have granted a security interest in, (x) Excluded Equipment or (y) any of its right, title or interest in any license, contract or agreement to which such Assignor is a party, to the extent, but only to the extent (and only for so long as) that such license, contract or agreement or applicable law prohibits the assignment of, or granting of a security interest in, such license, contract or agreement and such prohibitions are not rendered invalid by Section 9-406 or Section 9-408 of the UCC, it being understood and agreed, however, any such excluded license, contract or agreement shall otherwise be subject to the security interests created by this Agreement (and shall become “Collateral” for all purposes of this Agreement) upon the receipt by such Assignor of any necessary approvals or waivers permitting the assignment thereof or the granting of a security interest therein.
(c) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(d) Notwithstanding anything to the contrary contained in this Section 1.1 or elsewhere in this Agreement, each Assignor and the Collateral Agent (on behalf of the Secured Creditors) acknowledges and agrees that:
Appears in 1 contract
Sources: u.s. Security Agreement (Aleris International, Inc.)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance performance, when due of due, of: (i) all of the Secured Obligations (other than Obligations arising under the Warrants, any Common Stock issued upon exercise of the Warrants or the Registration Rights Agreement) to the Lender under the Credit Agreement and the other Loan Documents, and (ii) all of the Cornell Capital Obligations, each Grantor of the Debtors does hereby pledge to sell, assign and transfer unto Airlie, as Collateral Agent for (A) itself, (B) any subsequent Lender under the Administrative AgentLoan Documents, and (C) Cornell Capital, and does hereby grant to the Administrative Collateral Agent, for the benefit of the Secured Creditors, a first priority Lien and continuing security interest in all of the right, title and interest of such Grantor the Debtors in, to and under all of the following assets and properties, real, personal or mixed, of each Grantorthe Debtors, whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):
(i) all Accountsacquired, including, without limitation, : (i) each and every Account Receivable;
; (ii) all Goods;
Contracts, together with all Contract Rights arising thereunder; (iii) all Inventory;
; (iv) all Equipment;
; (v) all Documents;
Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Debtor symbolized by the Marks; (vi) the Master Depositary Account established for such Debtor and all Instruments;
moneys, Securities and Instruments deposited or required to be deposited in such Master Depositary Account; (vii) all Chattel Paper;
Patents and Copyrights and all reissues, renewals or extensions thereof; (viii) all Money;
(ix) computer programs of such Debtor and all Deposit Accountsintellectual property rights therein and all other proprietary information of such Debtor, including, but not limited to, the Collateral Concentration Account and Trade Secret Rights; (ix) all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
insurance policies; (x) all Securities Accountsother Goods, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash and other property held therein or credited thereto;
(xi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all Minerals;
(xiv) all General Intangibles, includingInvestment Property, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
, Chattel Paper, Documents, Securities and Instruments (xviINCLUDING (A) all Intellectual Property;
(xvii) all letters the Securities and Instruments constituting the Davel Credit Parties Debt, the Cerberus Subordinated Debt and the Shares of credit Davel Communications, Inc. that are the subject of the Collateral Debt and Letter-of-Credit Rights;
(xviii) all Payment Intangibles;
(xix) all Promissory Notes;
(xx) all Supporting Obligations;
(xxi) all insurance claims;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever natureSecurities Assignment Agreement, and regardless of whether (B) the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by Securities that are the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any subject of the foregoing; and
(xxiv) all Proceeds MobilePro Pledge Agreement and Products of any and all of the foregoing.Purchaser Pledge Agreement, granted as separate collateral security to the
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured Obligations, each Grantor Assignor does hereby pledge to assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent, Collateral Agent for the benefit of the Secured Creditors, a continuing security interest in of first priority in, all of the right, title and interest of such Grantor Assignor in, to and under all of the following of each Grantorfollowing, whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):acquired:
(i) all Accounts, including, without limitation, each and every Account Receivable;
(ii) all GoodsContracts, together with all Contract Rights arising thereunder;
(iii) all Inventory;
(iv) the Cash Collateral Account and any other cash collateral account established for any Assignor and all Equipmentmoneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account;
(v) all DocumentsEquipment;
(vi) all InstrumentsMarks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(vii) all Chattel PaperPatents and Copyrights and all reissues, renewals and extensions thereof;
(viii) all Money;
(ix) computer programs of such Assignor and all Deposit Accountsintellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, the Collateral Concentration Account trade secrets and Trade Secret Rights;
(ix) all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereofinsurance policies;
(x) all Securities Accountsother Goods, together with all Financial Assets credited therein from time to timeGeneral Intangibles, Chattel Paper, Documents and all Financial Assets, monies, securities, cash Instruments and other property held therein or credited thereto;assets of such Assignor (other than the Pledged Securities); and
(xi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(xvi) all Intellectual Property;
(xvii) all letters of credit and Letter-of-Credit Rights;
(xviii) all Payment Intangibles;
(xix) all Promissory Notes;
(xx) all Supporting Obligations;
(xxi) all insurance claims;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxiv) all Proceeds and Products products of any and all of the foregoingforegoing (all of the above, collectively, the "Collateral").
(b) Notwithstanding anything else in this Agreement to the contrary, each Secured Creditor (by its acceptance of the benefits provided hereunder) agrees with each Assignor that no Secured Creditor is purchasing or acquiring hereunder any Receivable but only taking a security interest therein, provided, however, this Agreement shall not restrict the Collateral Agent's ability to exercise its rights hereunder to the extent permitted by law. Notwithstanding Section 1.1(a), to the extent that any Contract may be terminated or a default shall be caused thereunder (in accordance with the terms thereof after giving effect to any applicable laws) in the event of a granting of a security interest therein, or in the event the granting of a security interest in any Contract shall violate applicable law, then the security interest granted hereby shall be limited to the extent necessary so that such Contract may not be so terminated or no such violation shall exist, as the case may be, and all rights for money due or to become due under each such Contract and other proceeds shall be subject to the security interest.
(c) The security interest of the Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.
Appears in 1 contract
Sources: Security Agreement (Transworld Home Healthcare Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured its Obligations, each Grantor Assignor does hereby pledge to assign and transfer unto the Administrative Agent, and does hereby pledge and grant to the Administrative Agent, Agent for the benefit of the Secured Creditors, a continuing first priority Lien and security interest (having the priority contemplated in the DIP Credit Agreement) in, all of the right, title and interest of such Grantor Assignor in, to and under all of the following of each Grantorfollowing, whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):
acquired: (i) all Accounts, including, without limitation, each and every Account Receivable;
, (ii) Contracts, together with all Goods;
Contract Rights arising thereunder, (iii) all Inventory;
, (iv) all Equipment;
, (v) all Documents;
Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Instruments;
Patents and Copyrights, (vii) all Chattel Paper;
(viii) computer programs of such Assignor and all Money;
(ix) intellectual property rights therein and all Deposit Accountsother proprietary information of such Assignor, including, but not limited to, Trade Secrets Rights, (viii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents, Instruments and other assets (including cash) (subject, in the case of General Intangibles and Permits constituting FCC Licenses only, to clause (xi) below), (ix) the Cash Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities securities, instruments and instruments at any time other investments deposited or required to be deposited in any such Deposit Account or otherwise held for the credit thereof;
Cash Collateral Account, (x) all Securities Accountsother bank, together with all Financial Assets credited therein from demand, time to timesavings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all Financial Assets, monies, securities, cash instruments and other property held therein investments deposited or credited thereto;
required to be deposited in any of the foregoing accounts, (xi) all Investment Property;
goodwill, going concern value, and all of such Assignor's rights in, to or under, or relating to, any license, permit or other authorization (each, an "FCC License") issued by the FCC (provided, however, that such security interest does not include, and the term "Collateral" does not include, at any time any FCC License to the extent, but only to the extent, that such Assignor is prohibited at that time from granting a security interest therein pursuant to the Communications Act, and the FCC Rules, but includes, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License and the rights to receive all proceeds, monies or other consideration derived or derivable from or in connection with the sale, assignment or transfer of any FCC License); and (xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(xvi) all Intellectual Property;
(xvii) all letters of credit and Letter-of-Credit Rights;
(xviii) all Payment Intangibles;
(xix) all Promissory Notes;
(xx) all Supporting Obligations;
(xxi) all insurance claims;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxiv) all Proceeds and Products products of any and all of the foregoingforegoing (all of the above, collectively, the "Collateral").
(b) The security interest of the Administrative Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the term of this Agreement.
(c) It is acknowledged and agreed that the security interest created hereby does not extend to any assets owned by any third Person (and not owned by any Assignor) that are located at any Real Property sites of any Assignor.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured Obligations, each Grantor does hereby pledge to assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent, for the benefit of the Secured CreditorsParties, a continuing security interest in all of the right, title and interest of such Grantor in, to and under all of the following personal property (and all rights therein) of each such Grantor, or in which or to which such Grantor has any rights, in each case whether now existing or hereafter from time to time acquired or arising or acquired and wherever located (collectively, the “Collateral”):regardless of where located:
(i) all Accounts, including, without limitation, each and every Account Receivable(and all rights to receive payments, indebtedness and other obligations (whether constituting an Account, Chattel Paper (including Electronic Chattel Paper), Instrument, Document or General Intangible));
(ii) all Goodscash and Money;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Equipment;
(vx) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, includingcollection accounts, but not limited to, the Collateral Concentration Account disbursement accounts and lock boxes and all Controlled Deposit Accountscash, together with all moniesMoney, securities checks, other negotiable instruments, funds and instruments at any time deposited in any such Deposit Account other evidences of payments held therein or otherwise held for the credit thereof;
credited thereto, (xy) all Securities Accounts, together with all Financial Assets Accounts and Security Entitlements and Securities credited therein from time to timethereto, and all Financial Assetscash, moniesMoney, checks, marketable securities, cash Financial Assets and other property held therein or credited thereto, and (z) Commodity Accounts and all cash, Money, marketable securities, Financial Assets and other property held therein or credited thereto;
(v) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(vi) all Commercial Tort Claims set forth on Annex E hereto or for which notice is required to be provided pursuant to Section 3.1 below;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Documents;
(ix) all Equipment;
(x) all Fixtures;
(xi) all Goods;
(xii) all Instruments;
(xiii) all Intellectual Property;
(xiv) all Promissory Notes;
(xv) all Inventory;
(xvi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(xvi) all Intellectual Property;
(xvii) all letters of credit and Letter-of-Credit RightsRights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Payment General Intangibles;
(xix) all Promissory NotesPayment Intangibles (including corporate and other tax refunds);
(xx) all Supporting ObligationsPermits;
(xxi) all insurance claimsbooks and records (including all books, databases, customer lists, and records, whether tangible or electronic, which contain any information relating to any of the foregoing);
(xxii) all other itemswith respect to each right to payment or performance included in each of the foregoing, kinds any Supporting Obligation that supports such payment or performance and types of personal property, tangible any Lien that secures such right to payment or intangible, of whatever nature, and regardless of whether the creation performance or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of secures any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;such Supporting Obligation; and
(xxiii) all additionssubstitutions, modifications, alterations, improvements, upgrades, replacements accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxiv) all Proceeds and Products products of any and all of the foregoing, including collateral security and guarantees with respect to any of the foregoing and all cash, Money, insurance proceeds, Instruments, Securities, Financial Assets, income, royalties, payments, licensing, damages and Deposit Accounts constituting Proceeds of the foregoing (all of the above, the “Collateral”).
(b) Notwithstanding anything herein to the contrary, in no event shall the security interests and Liens granted under Section 1.1(a) hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (i) any property, interest or other rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the terms of, or a default under, any General Intangible, lease, license, contract, agreement or other document, (B) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective pursuant to Section 9-406, 9 407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including any applicable bankruptcy laws) or principles of equity) or (C) require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B) or (C) above; (ii) the Pledge Agreement Collateral, including any asset of a Grantor excluded from the Pledge Agreement Collateral pursuant to the proviso to Section 3.1 of the Pledge Agreement or the corresponding provision of any other Pledge Agreement, as applicable; (iii) any treasury stock of a Grantor or other Margin Stock, in each case, unless the Secured Parties have made any necessary filings with the FRB in connection therewith and the Grantors have provided the Collateral Agent an executed Form FR U-1; provided however, that each applicable Grantor shall provide to the Secured Parties notice of the existence any Margin Stock (other than treasury stock) that would constitute Collateral absent this proviso at the time of delivery of any financial statements required to be delivered pursuant to Section 6.01(a) or 6.01(b) of the Credit Agreement and, thereafter, such Margin Stock shall constitute Collateral to the extent the Secured Parties have made such necessary filings with the FRB in connection therewith and the Grantors have provided the Collateral Agent an executed Form FR U-1; (iv) Deposit Accounts the balance of which consists (x) exclusively of withheld income taxes, employment taxes, or amounts required to be paid over to certain employee benefit plans and (y) segregated deposit accounts constituting and the balance of which consists solely of funds set aside in connection with
Appears in 1 contract
Sources: Refinancing Amendment to Credit Agreement (Ciena Corp)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured Obligations, each Grantor Assignor does hereby pledge to assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Agent, Collateral Agent for the benefit of the Secured Creditors, a continuing security interest in all of the right, title and interest of such Grantor Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each Grantorcase, whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):acquired:
(i) all Accounts, including, without limitation, each and every Account ReceivableAccount;
(ii) all cash;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims described in Annex F;
(vi) all proprietary information of such Assignor, including but not limited to all writings, plans, specifications and schematics, all engineering drawings, customer lists, all recorded data of any kind or nature, regardless of the medium of recording and Trade Secret Rights;
(vii) Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other deposit, cash management and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(iiixiv) all Instruments;
(xv) all Inventory;
(iv) all Equipment;
(v) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, including, but not limited to, the Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash and other property held therein or credited thereto;
(xixvi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(xvi) all Intellectual Property;
(xvii) all letters of credit and Letter-of-Credit RightsRights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Payment IntangiblesMarks and Domain Names, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(xix) all Promissory NotesPatents;
(xx) all Supporting ObligationsPermits;
(xxi) all insurance claimsSoftware;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;Supporting Obligations; and
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxiv) all Proceeds and Products products of any and all of the foregoingforegoing (all of the above, the “Collateral”).
(b) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) Notwithstanding anything to the contrary in this Agreement, (I) in the event that any Assignor acquires an item of Collateral at any time following the date hereof a security interest in which can not be perfected by a filing of a UCC financing statement, such Assignor may elect (which election shall be made by delivering written notice thereof to the Collateral Agent) that such Collateral shall not be required to be pledged pursuant to this Agreement as otherwise required above in this Section 1.1 so long as the book value or fair market value (as determined in good faith by the Borrower), whichever is greater, thereof is less than $1,000,000 (although in no event shall the aggregate book value or fair market value (as determined in good faith by the Borrower), whichever is greater, of all assets excluded from the security interests granted hereunder provided in this clause (c)(I), exceed $5,000,000) and (II) this Agreement shall not constitute a grant of security interest in any Excluded Assets.
(d) Notwithstanding anything to the contrary in the Credit Documents, none of the Assignors shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests granted by this Security Agreement (including Security Interests in Investment Property and fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office or as otherwise specified pursuant to the UCC) of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to Mortgaged Property, (B) filings in United States government offices with respect to United States registered and applied for Patents, Marks and Copyrights of any Assignor as expressly required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Instruments and Chattel Paper as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to enter into any deposit account control agreement, securities account control agreement or any other control agreement with respect to any deposit account, securities account or any other Collateral that requires perfection by “control”, (iii) to take any action (other than the actions listed in clause (i)(A) and (C) above) with respect to any assets located outside of the United States, (iv) to perfect in any assets subject to a certificate of title statute or (v) to deliver any Equity Interests except as expressly provided in the Pledge Agreement.
Appears in 1 contract
Sources: Security Agreement (Central Texas Corridor Hospital Company, LLC)
Grant of Security Interests. As collateral security for (i) the prompt and complete payment and performance Borrowers’ obligations to pay the Lender Debt when due of all of the Secured Obligations, each Grantor does hereby pledge and payable and their indemnification obligations to the Administrative Agent, Lender Group hereunder and does (ii) Parent’s obligations pay the Guaranteed Obligations (as defined in the Parent \39109424 Guaranty) when due and payable and its indemnification obligations to the Lender Group hereunder each Borrower and Parent hereby grant to the Administrative Agent, Agent for the benefit of the Secured Creditors, Lender Group a continuing first-priority Lien (subject only to Permitted Liens) on and security interest in and right of set-off against all of the right, rights title and interest of such Grantor in, Borrower (or Parent as applicable) in and to and under all assets of the following of each Grantor, such Borrower (or Parent as applicable) whether now existing or hereafter from time to time arising or acquired and wherever located including without limitation all of the following (collectively, together with all other collateral provided by the “Loan Parties under the other Loan Documents as security for the Lender Debt the "Collateral”"):
(i1) all Accounts, including, without limitation, each and every Account ReceivableReceivables whether now owned or hereafter acquired;
(ii2) to the maximum extent permitted by law all Goodsdeposit accounts of the Parent or such Borrower including without limitation each Lockbox and each Lockbox Account and amounts held therein;
(iii3) all Inventorymoney and cash;
(iv4) all EquipmentRecords relating to items (1) through (3) above;
(v5) all Documentsgeneral intangibles (other than Receivables and rights under Contracts) including franchise rights licenses patents patent applications trade names and trademarks and Federal state and local tax refund claims of all kinds;
(vi6) all Instruments;
(vii) goods including without limitation all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, including, but not limited to, the Collateral Concentration Account machinery equipment fixtures and all Controlled Deposit Accounts, other tangible personal property as well as all of such types of property leased and all rights and interests with respect thereto under such leases (including without limitation options to purchase) together with all monies, securities present and instruments at any time deposited future additions and accessions thereto replacements therefor component and auxiliary parts and supplies used or to be used in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, connection therewith and all Financial Assets, monies, securities, cash substitutes for any of the foregoing and other property held therein or credited all manuals drawings instructions warranties and rights with respect thereto;
(xi7) all Investment Propertyinventory and documents of title relating thereto;
(xii) 8) all FixturesContracts to the extent not included in the definition of Receivables;
(xiii9) all As-Extracted Collateral, including, without limitation, all Mineralsinstruments investment property securities security entitlements and securities accounts;
(xiv10) all General Intangibles, including, but not limited to, all Contract RightsEquity Interests held by each Borrower and the Parent;
(xv11) all Commercial Tort Claims;
Records relating to items (xvi5) all Intellectual Property;
through (xvii10) all letters of credit and Letter-of-Credit Rights;
(xviii) all Payment Intangibles;
(xix) all Promissory Notes;
(xx) all Supporting Obligations;
(xxi) all insurance claims;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoingabove; and
(xxiv12) all Proceeds and Products proceeds of any and all kind or nature of the foregoing. This Agreement will be deemed to be a security agreement within the meaning of the UCC.
Appears in 1 contract
Grant of Security Interests. As security for the prompt and complete payment and performance when due of To secure all of the Secured Guarantor’s Obligations, each Grantor does hereby pledge Guarantor grants to the Administrative Agent, and does hereby grant Lenders the following security interests:
(a) subject to the Administrative Agent, for the benefit of the Secured CreditorsSection 1(d)(i), a continuing security interest in first priority fixed charge on all of the Guarantor’s right, title and interest of such Grantor in, to and under its Intellectual Property Collateral (including without limitation those Copyrights, Patents and Trademarks listed on Exhibit B hereto and including without limitation all proceeds thereof (such as, by way of example but not by way of limitation, license royalties and proceeds of infringement suits), the right to ▇▇▇ for past, present and future infringements, all rights corresponding thereto throughout the world and all re-issues, divisions continuations, renewals, extensions and continuations-in-part thereof (together “Fixed IP Charge”);
(b) subject to Section 1(d)(ii), a first priority fixed charge (subject only to the prior security interests of: (i) ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ and Avis in, collectively, up to $100,000 of cash, and (ii) Bank Hapoalim, in each case securing only those obligations specified in Schedule 2.3 hereto) (“Fixed Bank Account Charge”) on the Guarantor’s bank account at Bank Hapoalim, Branch #610, Account#426990 (the “Bank Account”) and including without limitation all of its cash, investment property, securities, deposit accounts, trust accounts and any other value attributed to the following Guarantor and held by Bank Hapoalim in Israel (“Bank Hapoalim”) at the Bank Account or at any other account or deposit box with Bank Hapoalim now or hereinafter acquired (collectively the “Bank Hapoalim Collateral”); and
(c) a first ranking floating charge (the “Floating Charge”), on all of each GrantorGuarantor’s rights, titles and interest in all its present and future tangible and intangible assets of any kind whether now existing contingent or hereafter from time absolute relating to time arising or acquired and wherever located the property of the Guarantor described in Exhibit C (collectively, the “Floating Collateral”):
). For the avoidance of doubt such Collateral shall exclude all assets of the Company with the exception of the following (i) all AccountsIntellectual Property Collateral, including, without limitation, each and every Account Receivable;
(ii) all Goods;
Collateral (as defined in the Share Pledge Agreement) and (iii) the Bank Hapoalim Collateral, all Inventory;as further set forth and described in Exhibit C.
(ivd) all Equipment;
Notwithstanding any other provision of this Agreement or the other Loan Documents: (vi) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, including, but not limited to, Guarantor’s grant to the Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash and other property held therein or credited thereto;
(xi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(xvi) all Intellectual Property;
(xvii) all letters of credit and Letter-of-Credit Rights;
(xviii) all Payment Intangibles;
(xix) all Promissory Notes;
(xx) all Supporting Obligations;
(xxi) all insurance claims;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection Lender of a security interest therein is governed in the Intellectual Property Collateral shall not prevent Guarantor from granting or restrict Guarantor’s ability to grant, prior to the occurrence of an Event of Default, non-exclusive licenses to the Intellectual Property Collateral to its customers in the ordinary course of business; and (ii) Guarantor’s grant to the Lender of a security interest in the Bank Account shall not prevent Guarantor from withdrawing funds from the Bank Account in the ordinary course of business so long as no Event of Default exists or would result from any such withdrawal. All Floating Collateral pledged to the Lender in accordance with the terms of this Agreement by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements way of, Fixed IP Charge, Fixed Bank Account Charge or Floating Charge, shall hereinafter be referred to or for any of as the foregoing; and
(xxiv) all Proceeds and Products of any and all of the foregoing“Charged Collateral”.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured its Obligations, each Grantor Assignor does hereby pledge to assign (except in the Administrative case of Collateral which are ULC Shares) and transfer unto the Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent, for the benefit of the Secured Creditors, a continuing security interest in all of the right, title and interest of such Grantor Assignor in, to and under all of the following personal property (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each Grantor, case whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):acquired:
(i) all Accounts, including, without limitation, each and every Account Receivable(and all rights to receive payments, indebtedness and other obligations (whether constituting an Account, Chattel Paper, Instrument, Document of Title or Intangible));
(ii) all Goodscash and money;
(iii) the Cash Collateral Account and all Inventorymoneys, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Equipment;
(vx) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, includingcollection accounts, but not limited to, the Collateral Concentration Account disbursement accounts and lock boxes and all Controlled Deposit Accountscash, together with all moniesmoney, securities cheques, other negotiable instruments, funds and instruments at any time deposited in any such Deposit Account other evidences of payments held therein or otherwise held for the credit thereof;
credited thereto, (xy) all Securities Accounts, together with all Financial Assets Collateral Accounts and security entitlements and Securities credited therein from time to timethereto, and all Financial Assetscash, moniesmoney, cheques, marketable securities, cash Financial Assets and other property held therein or credited thereto, and (z) commodity accounts and all cash, money, marketable securities, Financial Assets and other property held therein or credited thereto;
(xiv) all Chattel Paper;
(vi) all promissory notes;
(vii) all Instruments and Securities;
(viii) all Inventory;
(ix) all Investment Property;
(x) all Intangibles (including corporate and other tax refunds);
(xi) to the extent relating to, evidencing or governing any of the items referred to in preceding clauses (i) through (x), all Permits, Documents of Title, Intangibles (including data processing software but excluding Copyrights, Patents, Trade Secrets and Marks), Instruments, letter-of-credit rights, related letters of credit, guarantees and collateral liens and other claims and causes of action, documents of title, customs receipts, insurance, shipping and other documents and other materials related to the foregoing (including to the purchase or import of any Inventory);
(xii) to the extent relating to, evidencing or governing any of the items referred to in the preceding clauses (i) through (xi), all FixturesSupporting Obligations;
(xiii) all As-Extracted Collateralbooks and records relating to the items referred to in the preceding clauses (i) through (ix) (including all books, includingdatabases, without limitationcustomer lists, all Minerals;and records, whether tangible or electronic, which contain any information relating to any of the items referred to in the preceding clauses (i) through (xii)); and
(xiv) all General Intangiblessubstitutions, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(xvi) all Intellectual Property;
(xvii) all letters of credit and Letter-of-Credit Rights;
(xviii) all Payment Intangibles;
(xix) all Promissory Notes;
(xx) all Supporting Obligations;
(xxi) all insurance claims;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;
(xxiii) all additions, modifications, alterations, improvements, upgrades, replacements accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxiv) all Proceeds and Products products of any and all of the foregoing, including collateral security and guarantees with respect to any of the foregoing and all cash, money, insurance proceeds, Instruments, Securities, Financial Assets, income, royalties, payments, licensing, damages and Deposit Accounts constituting Proceeds of the foregoing (all of the above (i) to and including (xiv), collectively, the “Collateral”);
(b) Notwithstanding anything herein to the contrary, in no event shall the security interest and lien granted under Section 1.1(a) hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (i) any property, interest or other rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the terms of, or a default under, any Intangible, lease, license, contract, agreement or other document, (B) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective against the Collateral Agent pursuant to Section 40(4) of the PPSA (or any successor provision or provisions of the PPSA of any relevant jurisdiction or any other applicable law) or principles of equity) or (C) require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained) (each a “Restricted Right”); provided, however, that the Security Interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability, breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B) or (C) above; (ii) Deposit Accounts the balance of which consists (x) exclusively of withheld income taxes, employment taxes, or amounts required to be paid over to certain employee benefit plans and (y) segregated deposit accounts constituting and the balance of which consists solely of funds set aside in connection with tax, payroll and trust accounts; (iii) any consumer goods; and (iv) the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real property, now held or hereafter acquired by any Assignor, but an Assignor will stand possessed of any such last day upon trust to assign and dispose of it as the Collateral Agent may reasonably direct (the assets described in the preceding clauses (i) through (iv) hereof, collectively the “Excluded Assets”). The Security Interest in respect of each Restricted Right will constitute a trust created in favour of the Collateral Agent for the benefit of the Secured Creditors, pursuant to which such Assignor holds as trustee all proceeds and other benefits arising under or in connection with the Restricted Right in trust for the Collateral Agent, for the benefit of the Secured Creditors, on the following basis (i) until an Event of Default shall have occurred and be continuing such Assignor is entitled to receive all such proceeds and other benefits; and (ii) if any Event of Default shall have occurred and be continuing, (A) all rights of such Assignor to receive such proceeds and other benefits cease and all such proceeds will be immediately paid over to the Collateral Agent for the benefit of the Secured Creditors, and (B) such Assignor will take all actions requested by the Collateral Agent to collect and enforce payment and other rights arising under the Restricted Right.
(c) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement. Notwithstanding anything herein to the contrary, the Assignors make no representations or warranties hereunder, and the covenants hereunder shall not apply, in respect of the Excluded Assets.
Appears in 1 contract
Sources: Security Agreement (Ciena Corp)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured its Obligations, each Grantor Assignor does hereby pledge to assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent, for the benefit of the Secured Creditors, a continuing security interest in all of the right, title and interest of such Grantor Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each Grantor, case whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):acquired:
(i) all Accounts, including, without limitation, each and every Account ReceivableAccount;
(ii) all Goodscash;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Equipment;
Chattel Paper (v) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, including, but not limited to, the Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash and other property held therein or credited thereto;
(xi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all MineralsTangible Chattel Paper and all Electronic Chattel Paper);
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xvv) all Commercial Tort Claims;
(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Intellectual PropertyFinancial Assets;
(xvii) all letters of credit and Letter-of-Credit RightsJoint Venture Investment Property;
(xviii) all Payment IntangiblesLetter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xix) all Promissory NotesMarks, together with the registrations and right to all renewals thereof, the goodwill of the business of such Assignor symbolized by the Marks and all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same;
(xx) all Supporting ObligationsNotes;
(xxi) all insurance claimsPatents, together with all causes of action arising prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdictionPermits;
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, Security Entitlements and other Investment Property (to or for any the extent not already covered by another clause of the foregoing; andthis Section 1.1(a));
(xxiv) all Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording;
(xxv) all Supporting Obligations; and
(xxvi) all Proceeds and Products products of any and all of the foregoingforegoing (all of the above, the “Collateral”).
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured its Obligations, each Grantor Assignor does hereby pledge to assign (except in the Administrative case of Collateral which are ULC Shares) and transfer unto the Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent, for the benefit of the Secured Creditors, a continuing security interest in all of the right, title and interest of such Grantor Assignor in, to and under all of the following personal property (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each Grantor, case whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):acquired:
(i) all Accounts, including, without limitation, each and every Account Receivable(and all rights to receive payments, indebtedness and other obligations (whether constituting an Account, Chattel Paper, Instrument, Document of Title or Intangible));
(ii) all Goodscash and money;
(iii) the Cash Collateral Account and all Inventorymoneys, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Equipment;
(vx) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, includingcollection accounts, but not limited to, the Collateral Concentration Account disbursement accounts and lock boxes and all Controlled Deposit Accountscash, together with all moniesmoney, securities cheques, other negotiable instruments, funds and instruments at any time deposited in any such Deposit Account other evidences of payments held therein or otherwise held for the credit thereof;
credited thereto, (xy) all Securities Accounts, together with all Financial Assets Collateral Accounts and security entitlements and Securities credited therein from time to timethereto, and all Financial Assetscash, moniesmoney, cheques, marketable securities, cash Financial Assets and other property held therein or credited thereto, and (z) commodity accounts and all cash, money, marketable securities, Financial Assets and other property held therein or credited thereto;
(v) all Chattel Paper;
(vi) all promissory notes;
(vii) all Instruments and Securities;
(viii) all Inventory;
(ix) all Equipment;
(x) all Goods;
(xi) all Investment Property;
(xii) all FixturesIntangibles (including corporate and other tax refunds);
(xiii) all As-Extracted Collateralto the extent relating to, including, without limitationevidencing or governing any of the items referred to in preceding clauses (i) through (xii), all MineralsPermits, Documents of Title, Intangibles (including data processing software but excluding Copyrights, Patents, Trade Secrets and Marks), Instruments, letter-of-credit rights, related letters of credit, guarantees and collateral liens and other claims and causes of action, documents of title, customs receipts, insurance, shipping and other documents and other materials related to the foregoing (including to the purchase or import of any Inventory);
(xiv) all General Intangibles, including, but not limited to the extent relating to, evidencing or governing any of the items referred to in the preceding clauses (i) through (xiii), all Contract RightsSupporting Obligations;
(xv) all Commercial Tort Claimsbooks and records relating to the items referred to in the preceding clauses (i) through (x) (including all books, databases, customer lists, and records, whether tangible or electronic, which contain any information relating to any of the items referred to in the preceding clauses (i) through (xiii);
(xvi) all Intellectual Property;
(xvii) all letters of credit substitutions, replacements accessions, Proceeds and Letter-of-Credit Rights;
(xviii) all Payment Intangibles;
(xix) all Promissory Notes;
(xx) all Supporting Obligations;
(xxi) all insurance claims;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC products of any particular jurisdiction or by and all of the foregoing, including collateral security and guarantees with respect to any other applicable treatyof the foregoing and all cash, conventionmoney, statuteinsurance proceeds, law or regulation of any applicable jurisdiction;
(xxiii) all additionsInstruments, modificationsSecurities, alterationsFinancial Assets, improvementsincome, upgradesroyalties, accessionspayments, componentslicensing, parts, appurtenances, substitutions and/or replacements of, to or for any damages and Deposit Accounts constituting Proceeds of the foregoing; and
(xxivxvii) all Proceeds and Products of any and (all of the foregoingabove (i) to and including (xvi), collectively, the “Collateral”).
(b) Notwithstanding anything herein to the contrary, in no event shall the security interests and liens granted under Section 1.1(a) hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (i) any property, interest or other rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the terms of, or a default under, any Intangible, lease, license, contract, agreement or other document, (B) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective against the Collateral Agent pursuant to Section 40(4) of the PPSA (or any successor provision or provisions of the PPSA of any relevant jurisdiction or any other applicable law) or principles of equity) or (C) require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained) (each a “Restricted Right”); provided, however, that the Security Interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability, breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B) or (C) above; (ii) Deposit Accounts the balance of which consists (x) exclusively of withheld income taxes, employment taxes, or amounts required to be paid over to certain employee benefit plans and (y) segregated deposit accounts constituting and the balance of which consists solely of funds set aside in connection with tax, payroll and trust accounts; (iii) any consumer goods; and (iv) the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real property, now held or hereafter acquired by any Assignor, but an Assignor will stand possessed of any such last day upon trust to assign and dispose of it as the Collateral Agent may reasonably direct; (the assets described in the preceding clauses (i) through (iv) hereof, collectively the “Excluded Assets”). The Security Interest in respect of each Restricted Right will constitute a trust created in favour of the Collateral Agent for the benefit of the Secured Creditors, pursuant to which such Assignor holds as trustee all proceeds and other benefits arising under or in connection with the Restricted Right in trust for the Collateral Agent, for the benefit of the Secured Creditors, on the following basis (i) until an Event of Default shall have occurred and be continuing such Assignor is entitled to receive all such proceeds and other benefits; and (ii) if any Event of Default shall have occurred and be continuing,
(A) all rights of such Assignor to receive such proceeds and other benefits cease and all such proceeds will be immediately paid over to the Collateral Agent for the benefit of the Secured Creditors, and (B) such Assignor will take all actions requested by the Collateral Agent to collect and enforce payment and other rights arising under the Restricted Right.
(c) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(d) Notwithstanding anything herein to the contrary, the Assignors make no representations or warranties hereunder, and the covenants hereunder shall not apply, in respect of the Excluded Assets.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured its Obligations, each Grantor Assignor does hereby pledge to assign and transfer unto the Administrative First-Lien Collateral Agent, and does hereby pledge and grant to the Administrative First-Lien Collateral Agent, for the benefit of the Secured Creditors, a continuing security interest in all of the right, title and interest of such Grantor Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each Grantor, case whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):acquired:
(i) all Accounts, including, without limitation, each and every Account ReceivableAccount;
(ii) all Goodscash and Cash Equivalents;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited in the Cash Collateral Account;
(iv) all Equipment;
Chattel Paper (v) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, including, but not limited to, the Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash and other property held therein or credited thereto;
(xi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all MineralsTangible Chattel Paper and all Electronic Chattel Paper);
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xvv) all Commercial Tort Claims;
(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to all Software, and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording;
(vii) Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Deposit Accounts and all other demand, deposit, time, savings, cash management and passbook accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited in any of the foregoing;
(x) all Documents;
(xi) all Domain Names;
(xii) all Equipment;
(xiii) all General Intangibles;
(xiv) all Goods;
(xv) all Instruments;
(xvi) all Intellectual PropertyInventory;
(xvii) all letters of credit and Letter-of-Credit RightsInvestment Property;
(xviii) all Payment IntangiblesLetter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xix) all Promissory NotesMarks;
(xx) all Patents;
(xxi) all Permits;
(xxii) all Supporting Obligations;
(xxi) all insurance claims;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoingTrade Secret Rights; and
(xxiv) all Proceeds and Products products of any and all of the foregoingforegoing and any item excluded pursuant to the next succeeding sentence (except to the extent such proceeds would independently be excluded pursuant to said sentence) (all of the above, the “Collateral”). Notwithstanding anything to the contrary contained above, in no event shall the Collateral include, and no Assignor shall be deemed to have granted a security interest (unless and until as further provided below) in (a) any lease, license, contract, property rights or agreement to which any Assignor is a party or any of its rights or interests thereunder or property subject thereto if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of same or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than to the extent that any such term in the case of preceding clause (i) or (ii), as applicable) would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity), provided, however, that the security interests hereunder shall attach (x) immediately to any portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified in (i) or (ii) and (y) to any property or assets described above in this clause (a) on the first date upon which the circumstances described in preceding clauses (i) and/or (ii) (as relevant) no longer exist with respect thereto, or (b) more than 65% of the Voting Equity Interests of any Foreign Corporation; provided that each Assignor shall be required to pledge hereunder 100% of any Non-Voting Equity Interests at any time and from time to time acquired by such Assignor of any Foreign Corporation.
(b) The security interest of the First-Lien Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) Notwithstanding anything herein to the contrary, the relative rights and remedies of First-Lien Collateral Agent shall be subject to and governed by the terms of the Intercreditor Agreement at any time the Intercreditor Agreement is in effect. In the event of any inconsistency between the terms hereof and the Intercreditor Agreement, the Intercreditor Agreement shall control at any time the Intercreditor Agreement is in effect.
Appears in 1 contract
Sources: Security Agreement (RCN Corp /De/)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured its Obligations, each Grantor Assignor does hereby pledge to assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent, for the benefit of the Secured Creditors, a continuing security interest in all of the right, title and interest of such Grantor Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each Grantor, case whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):acquired:-
(i) all Accounts, including, without limitation, each and every Account ReceivableAccount;
(ii) all Goodscash;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Equipment;
Chattel Paper (v) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, including, but not limited to, the Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash and other property held therein or credited thereto;
(xi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all MineralsTangible Chattel Paper and all Electronic Chattel Paper);
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xvv) all Commercial Tort Claims;
(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Intellectual Investment Property;
(xvii) all letters of credit and Letter-of-Credit RightsRights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Payment IntangiblesMarks, together with the registrations and right to all renewals thereof, the goodwill of the business of such Assignor symbolized by the Marks and all causes of action arising prior to or after the date hereof for infringement of any Marks or unfair competition regarding the same;
(xix) all Promissory NotesPatents and all causes of action arising prior to or after the date hereof for infringement of any Patents or unfair competition regarding the same;
(xx) all Supporting ObligationsPermits;
(xxi) all insurance claimsSoftware and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;Supporting Obligations; and
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxiv) all Proceeds and Products products of any and all of the foregoingforegoing (all of the above, the "Collateral").
(b) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) Notwithstanding clauses (a) and (b) of this Section 1.1, the payment and performance of the Obligations shall not be secured by:
(i) any vehicle covered by a certificate of title or ownership;
(ii) any contract, license, permit or franchise owned or held by an Assignor on the Effective Date that validly prohibits, restricts or requires the consent of a third party for the creation by such Assignor of a security interest in such contract, license, permit or franchise (or in any rights or property obtained by such Assignor under such contract, license, permit or franchise), except to the extent provided by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC; or
(iii) any rights or property owned or held by an Assignor on the Effective Date to the extent that any valid and enforceable law, statute or regulation applicable to such rights or property or any contracted obligation binding on such rights or property prohibits, restricts or requires the consent of a third party for the creation of a security interest therein on the Effective Date, except to the extent provided by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC; provided, that, notwithstanding the foregoing in this subsection 1.1(c), any such contract, license, permit, franchise, rights and property described above shall be excluded from the Collateral only to the extent and for so long as such prohibition, restriction or third party consent requirement continues validly to prohibit, restrict or require the consent of a third party for the creation of such security interest, and upon the expiration, termination or other lifting of such prohibition, restriction or third party consent requirement, the contracts, licenses, permits, franchises, rights and properties and the rights therein shall automatically be included in the Collateral, without further action on the part of any Assignor, the Collateral Agent or any other Secured Creditor.
Appears in 1 contract
Sources: u.s. Security Agreement (Westborn Service Center, Inc.)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Obligations (excluding the 2003 Senior Secured ObligationsNotes Obligations and the 2003 Senior Secured Note Refinancing Obligations in the case of an assignment, transfer, grant or pledge of Excluded 2003 Senior Secured Notes Collateral by any Assignor), each Grantor Assignor does hereby pledge to assign and transfer unto the Administrative Agent, and does hereby grant to the Administrative Agent, Collateral Agent for the benefit of the Secured CreditorsCreditors (excluding the 2003 Senior Secured Notes Creditor and the 2003 Senior Secured Note Refinancing Creditors (if any) in the case of any assignment, transfer, pledge or grant of Excluded 2003 Senior Secured Notes Collateral by any Assignor), and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors (excluding the 2003 Senior Secured Notes Creditor and the 2003 Senior Secured Note Refinancing Creditors (if any) in the case of any assignment, transfer, pledge or grant of Excluded 2003 Senior Secured Notes Collateral by any Assignor), a continuing security interest in in, all of the right, title and interest of such Grantor Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each Grantorcase, whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):acquired:
(i) all Accounts, including, without limitation, each and every Account Receivable;
(ii) all GoodsContracts, together with all Contract Rights arising thereunder;
(iii) all Inventory;
(iv) the Cash Collateral Account and any other cash collateral account established for such Assignor for the benefit of the Secured Creditors and all Equipmentmoneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account;
(v) all DocumentsEquipment;
(vi) all InstrumentsMarks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(vii) all Chattel PaperPatents and Copyrights and all reissues, renewals and extensions thereof;
(viii) all Money;
(ix) computer programs of such Assignor and all Deposit Accountsintellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, the Collateral Concentration Account Trade Secrets and Trade Secret Rights;
(ix) all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereofinsurance policies;
(x) all Securities Accountsother Goods, together with General Intangibles, Chattel Paper (including, without limitation, all Financial Assets credited therein from time to time, Tangible Chattel Paper and all Financial AssetsElectronic Chattel Paper), monies, securities, cash Documents and other property held therein or credited theretoInstruments of such Assignor (except Documents and Instruments otherwise covered by the U.S. Pledge Agreement);
(xi) all Investment PropertyPermits;
(xii) all Fixturescash;
(xiii) all As-Extracted Collateral, including, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(xiv) all Perfected Deposit Accounts and all other Deposit Accounts maintained by such Assignor with any Person who shall have entered into a “control agreement” or other arrangement with such Assignor and the Collateral Agent in respect of such other Deposit Account, together with all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xv) all Investment Property (except to the extent otherwise covered by the U.S. Pledge Agreement);
(xvi) all Intellectual PropertyLetter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xvii) all letters Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of credit and Letter-of-Credit Rightsany kind or nature, regardless of the medium of recording;
(xviii) all Payment Intangibles;
(xix) all Promissory Notes;
(xx) all Supporting Obligations;
(xxi) all insurance claims;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxivxix) all Proceeds and Products products of any and all of the foregoingforegoing (all of the above, including this clause (xix), collectively, the “Collateral”).
(b) Notwithstanding anything to the contrary contained above in this Section 1 or elsewhere in this Agreement, no Excluded 2003 Senior Secured Notes Collateral hereunder shall secure any of the 2003 Senior Secured Notes Obligations or the 2003 Senior Secured Note Refinancing Obligations (although the Excluded 2003 Senior Secured Notes Collateral shall secure all other Obligations hereunder).
(c) As security for the prompt and complete payment and performance when due of all of the 2003 Senior Secured Notes Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent and does hereby pledge and grant to the Collateral Agent for the benefit of the 2003 Senior Secured Notes Creditor, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the Collateral (other than the Excluded 2003 Senior Secured Notes Collateral), whether now existing or hereafter from time to time acquired, subject to the Liens on such Collateral in favor of the Collateral Agent for the benefit of the Lender Creditors and the Other Creditors. It is understood and agreed that the assignment, transfer, pledge and grant described in the preceding sentence has been incorporated herein (out of an abundance of caution) to ensure that this Agreement, which first provides for the 2003 Senior Secured Notes Obligations to be secured as provided herein on the Restatement Effective Date, validly gives rise to the grant of a security interest securing the 2003 Senior Secured Notes Obligations.
(d) Notwithstanding anything to the contrary contained in this Section 1.1 or elsewhere in this Agreement, each of the parties hereto acknowledges and agrees that (x) the security interest granted pursuant to this Agreement (including pursuant to this Section 1.1) to the Collateral Agent (i) for the benefit of Lender Creditors and Other Creditors, shall be a “first” priority senior security interest in the Collateral and the Excluded 2003 Senior Secured Notes Collateral, and (ii) for the benefit of the 2003 Senior Secured Notes Creditor and the 2003 Senior Secured Note Refinancing Creditors (if any), shall be a “second” priority security interest in the Collateral (other than the Excluded 2003 Senior Secured Notes Collateral) fully junior, subordinated and subject to the security interest granted for the benefit of the Lender Creditors and the Other Creditors on the terms and conditions set forth in this Agreement, in the other Security Documents, in the 2003 Senior Secured Note Documents and in the 2003 Senior Secured Note Refinancing Documents and all other rights and benefits afforded hereunder to the 2003 Senior Secured Notes Creditor and the 2003 Senior Secured Note Refinancing Creditors (if any) are expressly subject to the terms and conditions of this Agreement, the other Security Documents, the 2003 Senior Secured Note Documents and the 2003 Senior Secured Note Refinancing Documents, and (y) in the event of any conflict between the provisions of this Agreement or any other Security Document and the provisions of (A) the 2003 Senior Secured Note Documents or (B) 2003 Senior Secured Note Refinancing Documents, the terms of this Agreement and the other Security Documents shall prevail.
(e) The security interest of the Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.
Appears in 1 contract
Sources: Security Agreement (Vertis Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured Obligations, each Grantor does hereby pledge to assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent, for the benefit of the Secured CreditorsParties, a continuing security interest in all of the right, title and interest of such Grantor in, to and under all of the following personal property (and all rights therein) of each such Grantor, or in which or to which such Grantor has any rights, in each case whether now existing or hereafter from time to time acquired or arising or acquired and wherever located (collectively, the “Collateral”):regardless of where located:
(i) all Accounts, including, without limitation, each and every Account Receivable(and all rights to receive payments, indebtedness and other obligations (whether constituting an Account, Chattel Paper (including Electronic Chattel Paper), Instrument, Document or General Intangible));
(ii) all Goodscash and Money;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Equipment;
(vx) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, includingcollection accounts, but not limited to, the Collateral Concentration Account disbursement accounts and lock boxes and all Controlled Deposit Accountscash, together with all moniesMoney, securities checks, other negotiable instruments, funds and instruments at any time deposited in any such Deposit Account other evidences of payments held therein or otherwise held for the credit thereof;
credited thereto, (xy) all Securities Accounts, together with all Financial Assets Accounts and Security Entitlements and Securities credited therein from time to timethereto, and all Financial Assetscash, moniesMoney, checks, marketable securities, cash Financial Assets and other property held therein or credited thereto, and (z) Commodity Accounts and all cash, Money, marketable securities, Financial Assets and other property held therein or credited thereto;
(v) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(vi) all Commercial Tort Claims set forth on Annex E hereto or for which notice is required to be provided pursuant to Section 3.1 below;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Documents;
(ix) all Equipment;
(x) all Fixtures;
(xi) all Goods;
(xii) all Instruments;
(xiii) all Intellectual Property;
(xiv) all Promissory Notes;
(xv) all Inventory;
(xvi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(xvi) all Intellectual Property;
(xvii) all letters of credit and Letter-of-Credit RightsRights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Payment General Intangibles;
(xix) all Promissory NotesPayment Intangibles (including corporate and other tax refunds);
(xx) all Supporting ObligationsPermits;
(xxi) all insurance claimsbooks and records (including all books, databases, customer lists, and records, whether tangible or electronic, which contain any information relating to any of the foregoing);
(xxii) all other itemswith respect to each right to payment or performance included in each of the foregoing, kinds any Supporting Obligation that supports such payment or performance and types of personal property, tangible any Lien that secures such right to payment or intangible, of whatever nature, and regardless of whether the creation performance or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of secures any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;such Supporting Obligation; and
(xxiii) all additionssubstitutions, modifications, alterations, improvements, upgrades, replacements accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxiv) all Proceeds and Products products of any and all of the foregoing, including collateral security and guarantees with respect to any of the foregoing and all cash, Money, insurance proceeds, Instruments, Securities, Financial Assets, income, royalties, payments, licensing, damages and Deposit Accounts constituting Proceeds of the foregoing (all of the above, the “Collateral”).
(b) Notwithstanding anything herein to the contrary, in no event shall the security interests and Liens granted under Section 1.1(a) hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (i) any property, interest or other rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the terms of, or a default under, any General Intangible, lease, license, contract, agreement or other document, (B) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective pursuant to Section 9-406, 9 407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including any applicable bankruptcy laws) or principles of equity) or (C) require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B) or (C) above; (ii) the Pledge Agreement Collateral, including any asset of a Grantor excluded from the Pledge Agreement Collateral pursuant to the proviso to Section 3.1 of the Pledge Agreement or the corresponding provision of any other Pledge Agreement, as applicable; (iii) any treasury stock of a Grantor or other Margin Stock, in each case, unless the Secured Parties have made any necessary filings with the FRB in connection therewith and the Grantors have provided the Collateral Agent an executed Form FR U-1; provided however, that each applicable Grantor shall provide to the Secured Parties notice of the existence any Margin Stock (other than treasury stock) that would constitute Collateral absent this proviso at the time of delivery of any financial statements required to be delivered pursuant to Section 6.01(a) or 6.01(b) of the Credit Agreement and, thereafter, such Margin Stock shall constitute Collateral to the extent the Secured Parties have made such necessary filings with the FRB in connection therewith and the Grantors have provided the Collateral Agent an executed Form FR U-1; (iv) Deposit Accounts the balance of which consists (x) exclusively of withheld income taxes, employment taxes, or amounts required to be paid over to certain employee benefit plans and (y) segregated deposit accounts constituting and the balance of which consists solely of funds set aside in connection with tax, payroll and trust accounts; (v) any Vehicles and other assets subject to certificates of title (other than to the extent such rights can be perfected by the filing of a financing statement under the UCC); and (vi) any United States “intent-to-use” Trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such application under applicable federal law (other than to the extent such rights can be perfected by the filing of a financing statement under the UCC) (the assets described in preceding clauses (i) through (vi) hereof, collectively, the “Excluded Assets”);
(c) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Grantor may acquire, or with respect to which any Grantor may obtain rights, at any time during the term of this Agreement.
(d) The Liens hereunder are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Grantor with respect to any of the Collateral or any transaction in connection therewith.
(e) Notwithstanding anything herein to the contrary, the Grantors make no representations or warranties hereunder, and the covenants hereunder shall not apply, in respect of the Excluded Assets.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of its Obligations under the Secured ObligationsNotes Documents, each Grantor Assignor does hereby pledge to assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent, for the benefit of the Notes Secured CreditorsParties, a continuing security interest in and a Lien on all of the right, title and interest of such Grantor Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each Grantor, case whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):): *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(i) all Accounts, including, without limitation, each and every Account ReceivableAccount;
(ii) all Goodscash;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Equipment;
Chattel Paper (v) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, including, but not limited to, the Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash and other property held therein or credited thereto;
(xi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all MineralsTangible Chattel Paper and all Electronic Chattel Paper);
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xvv) all Commercial Tort Claims;
(vi) all Trade Secret Rights;
(vii) Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Intellectual Investment Property;
(xvii) all letters of credit and Letter-of-Credit RightsRights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Payment Intangibles;Marks, together with the registrations and right to all renewals thereof, the goodwill of the business of such Assignor symbolized by the Marks and all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same; *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(xix) all Promissory NotesPatents, together with all causes of action arising prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same;
(xx) all Supporting ObligationsPermits;
(xxi) all insurance claimsSoftware and all licensing rights to Software and all Software code of any kind or nature, regardless of the medium of recording;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;Supporting Obligations; and
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxiv) all Proceeds and Products products of any and all of the foregoing, provided, that, subject to Section 10.8(c) hereof, the security interests granted herein shall not extend to, and the term “Collateral” shall not include, any Excluded Assets.
(b) The security interest of the Collateral Agent under this Agreement extends to all existing Collateral and all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Guarantor due to the fact that such Guarantor’s Capital Stock secures the Notes, then the Capital Stock of such Guarantor will automatically be deemed not to be part of the Collateral securing the Notes, but only to the extent necessary not to be subject to such requirement and only for so long as required not to be subject to such requirement. In such event, this Agreement may be amended or modified by the Assignors and the Collateral Agent (without the consent of any holder of the Notes) to the extent necessary to release the security interests in favor of the Collateral Agent on the Capital Stock that are so deemed to no longer constitute part of the Collateral for the Notes. In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Guarantor’s Capital Stock to secure the Notes in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Guarantor, then the Capital Stock of such Guarantor will automatically be deemed to be a part of the Collateral for the Notes and the relevant Assignor shall execute and deliver any and all such documents and take all such actions as necessary to re-grant, perfect and/or maintain the Lien in favor of the Collateral Agent (subject to Permitted Liens) in accordance with this Agreement.
(d) Notwithstanding anything herein to the contrary, at any time the Intercreditor Agreement is in effect, the security interest and Lien granted pursuant to this Agreement and the exercise of any right or remedy hereunder are subject to the provisions of the Intercreditor Agreement and subordinate to the security interests granted to any Senior Credit Facility Secured Party under the Senior Credit Facility. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control at any time the Intercreditor Agreement is in effect. *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Appears in 1 contract
Sources: Security Agreement (Green Field Energy Services, Inc.)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured its Applicable Obligations, each Grantor Assignor does hereby pledge to sell, assign and transfer unto the Administrative Collateral Agent, and does hereby grant to the Administrative Agent, Collateral Agent for the benefit of the relevant Secured CreditorsCreditors as their interests may appear, a continuing security interest in in, all of the right, title and interest of such Grantor Assignor in, to and under all of the following of each Grantorfollowing, whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):acquired:
(i) all Accounts, including, without limitation, each and every Account Receivable;
(ii) all GoodsContracts, together with all Contract Rights arising thereunder;
(iii) all Inventory;
(iv) all Equipment;
(v) all DocumentsMarks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(vi) the Cash Collateral Account established for such Assignor and all Instrumentsmoneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account;
(vii) all Chattel PaperPatents and Copyrights and all reissues, renewals or extensions thereof;
(viii) all Money;
(ix) computer programs of such Assignor and all Deposit Accountsintellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, the Collateral Concentration Account and Trade Secrets Rights;
(ix) all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereofinsurance policies;
(x) all Securities Accountsother Goods, together with General Intangibles, Chattel Paper (including without limitation all Financial Assets credited therein from time to time, Tangible Chattel Paper and all Financial AssetsElectronic Chattel Paper), monies, securities, cash Documents and other property held therein or credited theretoInstruments;
(xi) all Investment PropertyPermits;
(xii) all Fixturescash;
(xiii) all As-Extracted Collateral, including, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(xiv) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all moneys, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xv) all Investment Property;
(xvi) all Intellectual PropertyLetter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xvii) all letters Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of credit and Letter-of-Credit Rightsany kind or nature, regardless of the medium of recording;
(xviii) all Payment Intangibles;Supporting Obligations; and
(xix) all Promissory Notes;
(xx) all Supporting Obligations;
(xxi) all insurance claims;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxiv) all Proceeds and Products products of any and all of the foregoing (all of the above, including this clause (xix), collectively, the “Collateral”); provided that notwithstanding the foregoing, the Collateral that secures the RAI Senior Notes Obligations of a Specified RAI Senior Notes Assignor shall be limited to Designated RAI Senior Notes Collateral owned by such Specified RAI Senior Notes Assignor, all of which Collateral shall also ratably secure all other Applicable Obligations of such Specified RAI Senior Notes Assignor, and the Collateral Proceeds with respect to any item of Collateral owned by a Specified RAI Senior Notes Assignor that are to be applied to the RAI Senior Notes Obligations shall be limited to Collateral Proceeds from the sale, other disposition of or other realization upon, and other moneys received in respect of, the Designated RAI Senior Notes Collateral of such Specified RAI Senior Notes Assignor, with such Collateral Proceeds to also be applied ratably to all other Applicable Obligations of such Specified RAI Senior Notes Assignor.
(b) Notwithstanding anything contained herein to the contrary, (i) the term “Collateral” as used herein shall not include any Copyright, M▇▇▇, Patent, Trade Secret, computer program or Software to the extent such property is subject to a license or agreement the terms of which prohibit an assignment of, or the granting of a security interest in, any Assignor’s rights thereunder or such Assignor’s grant of a security interest pursuant to this Agreement would give any party thereto (other than such Assignor) the right to terminate its obligations thereunder; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by an Assignor of the security interest pursuant to this Agreement in any account or any money or other amounts due or to become due under any such Copyright, M▇▇▇, Patent, Trade Secret, computer program or Software or such license or agreement governing the same, (ii) the term “Collateral” as used herein shall not include any Equity Interests owned or held by any Assignor and (iii) in the case of any sale, assignment, transfer or grant of a security interest hereunder by a Restricted Assignor only, the term “Collateral” shall not include any Collateral (determined as provided herein without regard to this clause (iii)) of such Restricted Assignor other than (x) Collateral of the type described in clauses (v), (vi), (vii), (viii) and (xix) of Section 1.1(a) and (y) all other Collateral of the type which may be perfected by the filling of a UCC-1 financing statement in any relevant jurisdiction.
Appears in 1 contract
Grant of Security Interests. As security for the prompt and complete payment and performance when due of all of the Secured Obligations, each Grantor does hereby pledge to pledge, sell, assign and transfer unto the Administrative Agent, and does hereby grant to the Administrative Agent, for the benefit of the Secured Creditors, a continuing security interest in all of the right, title and interest of such Grantor in, to and under all of the following of each Grantor, whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):
(i) all Accounts, including, without limitation, each and every Account Receivable;
(ii) all Goods;
(iii) all Inventory;
(iv) all Equipment;
(v) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, including, but not limited to, the Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash and other property held therein or credited thereto;
(xi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(xvi) all Intellectual Property;
(xvii) all letters of credit and Letter-of-Credit Rights;
(xviii) all Payment Intangibles;
(xix) all Promissory Notes;
(xx) all Supporting Obligations;
(xxi) all insurance claims;
(xxii) all Commercial Tort Claims, including without limitation, those set forth on Schedule 2 attached hereto;
(xxiii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;
(xxiiixxiv) all books and records evidencing or relating to the foregoing;
(xxv) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxivxxvi) all Proceeds and Products products of any and all of the foregoing.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured its Obligations, each Grantor Assignor does hereby pledge to assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent, for the benefit of the Secured Creditors (and does hereby confirm its prior assignment, transfer, pledge and grant to the Collateral Agent, for the benefit of the Secured Creditors (other than the Additional First Lien Creditors) pursuant to the Original Security Agreement, of), a continuing security interest in all of the right, title and interest interest, powers, remedies, privileges and other benefits of such Grantor Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each Grantor, case whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):acquired:
(i) all Accounts, including, without limitation, each and every Account ReceivableAccount;
(ii) all Goodscash;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Equipment;
Chattel Paper (v) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, including, but not limited to, the Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash and other property held therein or credited thereto;
(xi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all MineralsTangible Chattel Paper and all Electronic Chattel Paper);
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xvv) all Commercial Tort Claims;
(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights, together with all causes of action arising prior to or after the date hereof for infringement of any of the Copyrights or unfair competition regarding the same;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Intellectual Investment Property;
(xvii) all letters of credit and Letter-of-Credit RightsRights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Payment IntangiblesMarks, together with the registrations and right to all renewals thereof, the goodwill of the business of such Assignor symbolized by the Marks and all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same;
(xix) all Promissory NotesPatents, together with all causes of action arising prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same;
(xx) all Supporting ObligationsPermits;
(xxi) all insurance claimsSoftware and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;Supporting Obligations; and
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxiv) all Proceeds and Products products of any and all of the foregoingforegoing (all of the above, the “Collateral”); provided that (x) no Assignor shall be required to grant a security interest hereunder in (and the term “Collateral” shall not include) (i) any Excluded Account (so long as same remains an “Excluded Account” in accordance with the definition thereof), (ii) any contract, license, agreement, instrument, document, permit or franchise that validly prohibits, restricts or requires the consent not obtained of a third party for the creation by such Assignor of a security interest in such contract, license, agreement, instrument, document, permit or franchise (or in any rights or property obtained by such Assignor under such contract, license, agreement, instrument, document, permit or franchise) except to the extent provided by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC, and (iii) any rights or property to the extent that any valid and enforceable law or statute or rule, regulation, guideline, order or directive of a governmental authority or agency applicable to such rights or property prohibits, restricts, or requires the consent of a third party for, or would result in the termination of such rights or property as a result of, the creation of a security interest therein except to the extent provided by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC (solely to the extent the UCC is controlling), (y) subject to the immediately succeeding proviso, no Assignor shall be required to grant a security interest hereunder in (and the term “Collateral” shall not include) any licenses and permits issued by the FCC, any PUC or any other Governmental Authority to the extent, and only to the extent, it is unlawful to grant a security interest in such licenses and permits (and upon such grant of a security being lawful, whether because of a change of law, the obtaining of any necessary consents or otherwise, the security interests granted hereunder automatically (and without any further action) shall extend to such licenses and/or permits); provided that the foregoing limitation shall not exclude the grant of a security interest pursuant to this Section 1.1(a) in all proceeds derived from or in connection with the sale, assignment or transfer of such licenses and permits, and (z) (i) except in the circumstances and to the extent provided by Section 9.16 of the Credit Agreement, no Assignor shall be required to grant a security interest hereunder in (and the term “Collateral” shall not include) the Voting Equity Interests of any Exempted Foreign Entity constituting more than 65% of the total combined voting power of all Voting Equity Interests of such Exempted Foreign Entity and (ii) subject to compliance with Section 10.12(b) of the Credit Agreement, no Assignor shall be required to grant a security interest hereunder in (and the term “Collateral” shall not include) any Equity Interests in US LEC PAC. For the avoidance of doubt, notwithstanding the preceding sentence, each Assignor shall be required to grant a security interest hereunder in 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Assignor.
(b) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) Notwithstanding anything to the contrary contained in this Section 1.1, the term “Collateral”, as it only refers to the Collateral securing the Additional First Lien Obligations, shall not include any Equity Interests and other securities of a Subsidiary of the Borrower to the extent that the pledge of such Equity Interests and other securities would result in the Borrower or such Subsidiary being required to file separate financial statements of such Subsidiary with the SEC, but only to the extent necessary to not be subject to such requirement and only for so long as such requirement is in existence and only with respect to the relevant Additional First Lien Obligations affected thereby; provided that neither the Borrower nor any of its Subsidiaries shall take any action in the form of a reorganization, merger or other restructuring a principal purpose of which is to provide for the release of the Lien on any Equity Interest or other securities pursuant to this clause (c). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act (“Rule 3-16”) is amended, modified or interpreted by the SEC to require (or is replaced by another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that such Subsidiary’s Equity Interests or other securities secure the Additional First Lien Obligations affected thereby, then the Equity Interests or other securities of such Subsidiary will automatically be deemed not to be part of the Collateral securing the relevant Additional First Lien Obligations affected thereby but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Creditor, to the extent necessary to release the security interests in favor of the Collateral Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for the relevant Additional First Lien Obligations only. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests or other securities to secure the Additional First Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be a part of the Collateral for the relevant Additional First Lien Obligations. For the avoidance of doubt and notwithstanding anything to the contrary contained in this Agreement, nothing in this clause (c) shall limit the pledge of such Equity Interests and other securities from securing the Credit Document Obligations and the Other Obligations at all times or from securing any Additional First Lien Obligations that are not in respect of securities subject to regulation by the SEC. For purposes of this clause (c), “securities” has the meaning ascribed to such term for purposes of Rule 3-16.
(d) This Agreement amends and restates the Original Security Agreement. The Obligations of the Assignors under the Original Security Agreement and the grant of security interest in the Collateral by the Assignors under the Original Security Agreement shall continue (uninterrupted) under this Agreement, and shall not in any event be terminated, extinguished or annulled, but shall hereafter be governed by this Agreement. All references to the Original Security Agreement in any Credit Document (other than this Agreement) or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. It is understood and agreed that the Original Security Agreement is being amended and restated by entry into this Agreement on the date hereof.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured its Obligations, each Grantor Assignor does hereby pledge to assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent, for the benefit of the Secured Creditors, a continuing security interest in all of the right, title and interest of such Grantor Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each Grantor, case whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):acquired:
(i) all Accounts, including, without limitation, each and every Account ReceivableAccount;
(ii) all Goodscash;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Equipment;
Chattel Paper (v) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, including, but not limited to, the Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash and other property held therein or credited thereto;
(xi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all MineralsTangible Chattel Paper and all Electronic Chattel Paper);
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xvv) all Commercial Tort Claims;
(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights;
(vii) all Contracts, together with all Contract Rights arising thereunder; (viii) all Copyrights; (ix) all Equipment;
(viii) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(ix) all Documents;
(x) all General Intangibles;
(xi) all Goods;
(xii) all Instruments;
(xiii) all Inventory;
(xiv) all Investment Property;
(xv) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xvi) all Intellectual PropertyMarks, together with the registrations and right to all renewals thereof, the goodwill of the business of such Assignor symbolized by the Marks and all causes of action arising prior to or after the Agreement Execution Date for infringement of any Marks or unfair competition regarding the same;
(xvii) all letters Patents and all causes of credit and Letter-of-Credit Rightsaction arising prior to or after the Agreement Execution Date for infringement of any Patents or unfair competition regarding the same;
(xviii) all Payment IntangiblesPermits;
(xix) all Promissory NotesSoftware and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording;
(xx) all Supporting Obligations;; and
(xxi) all insurance claims;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxiv) all Proceeds and Products products of any and all of the foregoingforegoing (all of the above, the “Collateral”).
(b) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) Notwithstanding clauses (a) and (b) of this Section 1.1, the payment and performance of the Obligations shall not be secured by:
(i) any vehicle covered by a certificate of title or ownership;
(ii) any contract, license, permit or franchise owned or held by an Assignor on the Effective Date that validly prohibits, restricts or requires the consent of a third party for the creation by such Assignor of a security interest in such contract, license, permit or franchise (or in any rights or property obtained by such Assignor under such contract, license, permit or franchise), except to the extent provided by Sections 9-406, 9-407, 9- 408 and 9-409 of the UCC; or
(iii) any rights or property owned or held by an Assignor on the Effective Date to the extent that any valid and enforceable law, statute or regulation applicable to such rights or property or any contracted obligation binding on such rights or property prohibits, restricts or requires the consent of a third party for the creation of a security interest therein on the Effective Date, except to the extent provided by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC; provided, that, notwithstanding the foregoing in this subsection 1.1(c), any such contract, license, permit, franchise, rights and property described above shall be excluded from the Collateral only to the extent and for so long as such prohibition, restriction or third party consent requirement continues validly to prohibit, restrict or require the consent of a third party for the creation of such security interest, and upon the expiration, termination or other lifting of such prohibition, restriction or third party consent requirement, the contracts, licenses, permits, franchises, rights and properties and the rights therein shall automatically be included in the Collateral, without further action on the part of any Assignor, the Collateral Agent or any other Secured Creditor.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured its Obligations, each Grantor Assignor does hereby pledge to assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent, for the benefit of the Secured Creditors, a continuing security interest in all of the right, title and interest interest, powers, remedies, privileges and other benefits of such Grantor Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each Grantor, case whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):acquired:
(i) all Accounts, including, without limitation, each and every Account ReceivableAccount;
(ii) all Goodscash;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Equipment;
Chattel Paper (v) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, including, but not limited to, the Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash and other property held therein or credited thereto;
(xi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all MineralsTangible Chattel Paper and all Electronic Chattel Paper);
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xvv) all Commercial Tort Claims;
(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights, together with all causes of action arising prior to or after the date hereof for infringement of any of the Copyrights or unfair competition regarding the same;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Intellectual Investment Property;
(xvii) all letters of credit and Letter-of-Credit RightsRights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Payment IntangiblesMarks, together with the registrations and right to all renewals thereof, the goodwill of the business of such Assignor symbolized by the Marks and all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same;
(xix) all Promissory NotesPatents, together with all causes of action arising prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same;
(xx) all Supporting ObligationsPermits;
(xxi) all insurance claimsSoftware and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;Supporting Obligations; and
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxiv) all Proceeds and Products products of any and all of the foregoingforegoing (all of the above, the “Collateral”); provided that (x) no Assignor shall be required to grant a security interest hereunder in (and the term “Collateral” shall not include) (i) any Excluded Account (so long as same remains an “Excluded Account” in accordance with the definition thereof), (ii) any contract, license, agreement, instrument, document, permit or franchise that validly prohibits, restricts or requires the consent not obtained of a third party for the creation by such Assignor of a security interest in such contract, license, agreement, instrument, document, permit or franchise (or in any rights or property obtained by such Assignor under such contract, license, agreement, instrument, document, permit or franchise) except to the extent provided by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC, and
(iii) any rights or property to the extent that any valid and enforceable law or statute or rule, regulation, guideline, order or directive of a governmental authority or agency applicable to such rights or property prohibits, restricts, or requires the consent of a third party for, or would result in the termination of such rights or property as a result of, the creation of a security interest therein except to the extent provided by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC (solely to the extent the UCC is controlling), (y) subject to the immediately succeeding proviso, no Assignor shall be required to grant a security interest hereunder in (and the term “Collateral” shall not include) any licenses and permits issued by the FCC, any PUC or any other Governmental Authority to the extent, and only to the extent, it is unlawful to grant a security interest in such licenses and permits (and upon such grant of a security being lawful, whether because of a change of law, the obtaining of any necessary consents or otherwise, the security interests granted hereunder automatically (and without any further action) shall extend to such licenses and/or permits); provided that the foregoing limitation shall not exclude the grant of a security interest pursuant to this Section 1.1(a) in all proceeds derived from or in connection with the sale, assignment or transfer of such licenses and permits, and (z) (i) except in the circumstances and to the extent provided by Section 9.16 of the Credit Agreement, no Assignor shall be required to grant a security interest hereunder in (and the term “Collateral” shall not include) the Voting Equity Interests of any Exempted Foreign Entity constituting more than 65% of the total combined voting power of all Voting Equity Interests of such Exempted Foreign Entity and (ii) subject to compliance with Section 10.12(b) of the Credit Agreement, no Assignor shall be required to grant a security interest hereunder in (and the term “Collateral” shall not include) any Equity Interests in US LEC PAC. For the avoidance of doubt, notwithstanding the preceding sentence, each Assignor shall be required to grant a security interest hereunder in 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Assignor.
(b) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured Obligations, each Grantor does hereby pledge to assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent, for the benefit of the Secured CreditorsParties, a continuing security interest in all of the right, title and interest of such Grantor in, to and under all of the following personal property (and all rights therein) of each such Grantor, or in which or to which such Grantor has any rights, in each case whether now existing or hereafter from time to time acquired or arising or acquired and wherever located (collectively, the “Collateral”):regardless of where located:
(i) all Accounts, including, without limitation, 1. each and every Account Receivable(and all rights to receive payments, indebtedness and other obligations (whether constituting an Account, Chattel Paper (including Electronic Chattel Paper), Instrument, Document or General Intangible));
(ii) 2. all Goods;
(iii) all Inventory;
(iv) all Equipment;
(v) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all cash and Money;
(ix) all Deposit Accounts, including, but not limited to, 3. the Cash Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
4. all (x) Deposit Accounts, collection accounts, disbursement accounts and lock boxes and all cash, Money, checks, other negotiable instruments, funds and other evidences of payments held therein or credited thereto, (y) Securities Accounts and Security Entitlements and Securities credited thereto, and all cash, Money, checks, marketable securities, Financial Assets and other property held therein or credited thereto, and (z) Commodity Accounts and all cash, Money, marketable securities, Financial Assets and other property held therein or credited thereto;
5. all Chattel Paper (xi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all MineralsTangible Chattel Paper and all Electronic Chattel Paper);
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) 6. all Commercial Tort ClaimsClaims set forth on Annex E hereto or for which notice is required to be provided pursuant to Section 3.1 below;
(xvi) 7. all Contracts, together with all Contract Rights arising thereunder;
8. all Documents;
9. all Equipment;
10. all Fixtures;
11. all Goods;
12. all Instruments;
13. all Intellectual Property;
(xvii) 14. all letters of credit and Promissory Notes;
15. all Inventory;
16. all Investment Property;
17. all Letter-of-Credit RightsRights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) 18. all Payment General Intangibles;
19. all Payment Intangibles (xix) all Promissory Notesincluding corporate and other tax refunds);
(xx) 20. all Supporting ObligationsPermits;
21. all books and records (xxi) including all insurance claims;
(xxii) all other itemsbooks, kinds databases, customer lists, and types of personal propertyrecords, whether tangible or intangibleelectronic, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of which contain any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, information relating to or for any of the foregoing);
22. with respect to each right to payment or performance included in each of the foregoing, any Supporting Obligation that supports such payment or performance and any Lien that secures such right to payment or performance or secures any such Supporting Obligation; and
(xxiv) 23. all substitutions, replacements accessions, Proceeds and Products products of any and all of the foregoing, including collateral security and guarantees with respect to any of the foregoing and all cash, Money, insurance proceeds, Instruments, Securities, Financial Assets, income, royalties, payments, licensing, damages and Deposit Accounts constituting Proceeds of the foregoing (all of the above, the “Collateral”).
(b) Notwithstanding anything herein to the contrary, in no event shall the security interests and Liens granted under Section 1.1(a) hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (i) any property, interest or other rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the terms of, or a default under, any General Intangible, lease, license, contract, agreement or other document, (B) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective pursuant to Section 9-406, 9 407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including any applicable bankruptcy laws) or principles of equity) or (C) require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B) or (C) above; (ii) the Pledge Agreement Collateral, including any asset of a Grantor excluded from the Pledge Agreement Collateral pursuant to the proviso to Section 3.1 of the Pledge Agreement or the corresponding provision of any other Pledge Agreement, as applicable; (iii) any treasury stock of a Grantor or other Margin Stock, in each case, unless the Secured Parties have made any necessary filings with the FRB in connection therewith and the Grantors have provided the Collateral Agent an executed Form FR U-1; provided however, that each applicable Grantor shall provide to the Secured Parties notice of the existence any Margin Stock (other than treasury stock) that would constitute Collateral absent this proviso at the time of delivery of any financial statements required to be delivered pursuant to Section 6.01(a) or 6.01(b) of the Credit Agreement and, thereafter, such Margin Stock shall constitute Collateral to the extent the Secured Parties have made such necessary filings with the FRB in connection therewith and the Grantors have provided the Collateral Agent an executed Form FR U-1; (iv) Deposit Accounts the balance of which consists (x) exclusively of withheld income taxes, employment taxes, or amounts required to be paid over to certain employee benefit plans and (y) segregated deposit accounts constituting and the balance of which consists solely of funds set aside in connection with tax, payroll and trust accounts, and in the event constituting “Excluded Assets” (or such similar term) under the ABL Credit Documents, any other account of the type described in clause (iv) not otherwise constituting a Deposit Account; (v) any Vehicles and other assets subject to certificates of title (other than to the extent such rights can be perfected by the filing of a financing statement under the UCC); and (vi) any United States “intent-to-use” Trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such application under applicable federal law (other than to the extent such rights can be perfected by the filing of
Appears in 1 contract
Sources: Security Agreement and Pledge Agreement (Ciena Corp)
Grant of Security Interests. As (a) The Debtor does hereby grant unto the Collateral Agent in its capacity solely as collateral agent for the equal and ratable benefit of the Secured Creditors, as security for the prompt and complete payment and performance when due of all of Obligations (and hereby confirms, reaffirms and restates the Secured Obligations, each Grantor does hereby pledge prior grant thereof to the Administrative Agent, and does hereby grant to the Original Administrative Agent, for itself and Original Lenders pursuant to the benefit Original Credit Agreement in favor of the Administrative Agent and the Secured Creditors), a continuing security interest in all of the right, title and interest of such Grantor the Debtor in, to and under all of the following personal property and fixtures (and all rights therein) of the Debtor, or in which or to which the Debtor has any rights, in each Grantor, case whether now existing or hereafter from time to time arising or acquired and wherever located acquired, including each of the following (collectively, the “Collateral”):), except to the extent any such property constitutes Excluded Collateral:
(i) all Accounts;
(ii) all As-Extracted Collateral;
(iii) all cash;
(iv) any Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in any Collateral Account;
(v) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(vi) all Subject Commercial Tort Claims;
(vii) all computer programs of the Debtor and all intellectual property rights therein and all other proprietary information of the Debtor, including, without limitation, each Domain Names and every Account Receivable;
(ii) all Goods;
(iii) all Inventory;
(iv) all Equipment;
(v) all Documents;
(vi) all Instruments;
(vii) all Chattel PaperTrade Secret Rights;
(viii) all MoneyCopyrights;
(ix) all Deposit Accounts, including, but not limited to, the Collateral Concentration Account Accounts and all Controlled Deposit Accountsother demand, together deposit, time, savings, cash management, passbook and similar accounts maintained by the Debtor with any Person and all monies, securities securities, Instruments and instruments at any time other investments deposited or required to be deposited in any such Deposit Account or otherwise held for of the credit thereofforegoing;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash and other property held therein or credited theretoDocuments;
(xi) all Equipment (including all Chassis);
(xii) all General Intangibles, including, without limitation, all Payment Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Investment Property;
(xiixvii) all FixturesMarks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the Debtor symbolized by the Marks;
(xiiixviii) all As-Extracted Collateral, including, without limitation, all MineralsPatents;
(xivxix) all General Intangibles, including, but not limited to, all Contract RightsPermits;
(xvxx) all Commercial Tort Claimswritings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording;
(xvixxi) all Intellectual Property;
Supporting Obligations (xvii) all letters of credit and other than Letter-of-Credit Rights;
(xviii) all Payment Intangibles;
(xix) all Promissory Notes;
(xx) all Supporting Obligations;
(xxi) all insurance claims);
(xxii) all other itemsbooks, kinds and types of personal propertyrecords, tangible or intangibleledger cards, of whatever naturefiles, correspondence, computer programs, tapes, disks, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed related data processing software (owned by the UCC of Debtor or in which it has an interest) that at any particular jurisdiction time evidence or by contain information relating to any other applicable treaty, convention, statute, law Collateral or regulation of any applicable jurisdictionare otherwise necessary or helpful in the collection thereof or realization thereupon;
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to other personal property of any kind or for any of the foregoingtype whatsoever; and
(xxiv) to the extent not otherwise included, all Accessions, Proceeds and Products products of any and all of the foregoing, and of any Excluded Collateral (to the extent such Accessions, Proceeds and products are not also Excluded Collateral).
(b) Notwithstanding anything to the contrary herein, the term “Collateral” shall not include, and the security interest granted under this Agreement shall not attach (in the case of clauses (i) and (viii) below solely to the extent of the existence of the restrictions set forth in such clauses) to the following (the “Excluded Collateral”):
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured its Obligations, each Grantor does hereby pledge to assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent, for the benefit of the Secured CreditorsParties, a continuing security interest in all of the right, title and interest of such Grantor in, to and under all of the following personal property (and all rights therein) of each such Grantor, or in which or to which such Grantor has any rights, in each case whether now existing or hereafter from time to time acquired or arising or acquired and wherever located (collectively, the “Collateral”):regardless of where located:
(i) all Accounts, including, without limitation, each and every Account Receivable(and all rights to receive payments, indebtedness and other obligations (whether constituting an Account, Chattel Paper (including electronic Chattel Paper), Instrument, Document or Intangible));
(ii) all Goodscash and Money;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Equipment;
(vx) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, includingcollection accounts, but not limited to, the Collateral Concentration Account disbursement accounts and lock boxes and all Controlled Deposit Accountscash, together with all moniesMoney, securities cheques, other negotiable instruments, funds and instruments at any time deposited in any such Deposit Account other evidences of payments held therein or otherwise held for the credit thereof;
credited thereto, (xy) all Securities Accounts, together with all Financial Assets Accounts and Security Entitlements and Securities credited therein from time to timethereto, and all Financial Assetscash, moniesMoney, cheques, marketable securities, cash Financial Assets and other property held therein or credited thereto, and (z) Futures Accounts and all cash, Money, marketable securities, Financial Assets and other property held therein or credited thereto;
(v) all Chattel Paper (including, without limitation, all electronic Chattel Paper);
(vi) [reserved];
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Documents;
(ix) all Equipment;
(x) all fixtures;
(xi) all Goods;
(xii) all Instruments;
(xiii) all Intellectual Property;
(xiv) all Promissory Notes;
(xv) all Inventory;
(xvi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(xvi) all Intellectual Property;
(xvii) all letters of credit and Letter-of-Credit RightsRights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Payment Intangibles;
(xix) all Promissory NotesPayment Intangibles (including corporate and other tax refunds);
(xx) all Supporting ObligationsPermits;
(xxi) all insurance claimsbooks and records (including all books, databases, customer lists, and records, whether tangible or electronic, which contain any information relating to any of the foregoing);
(xxii) all other itemswith respect to each right to payment or performance included in each of the foregoing, kinds any Supporting Obligation that supports such payment or performance and types of personal property, tangible any Lien that secures such right to payment or intangible, of whatever nature, and regardless of whether the creation performance or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of secures any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;such Supporting Obligation; and
(xxiii) all additionssubstitutions, modifications, alterations, improvements, upgrades, replacements accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxiv) all Proceeds and Products products of any and all of the foregoing, including collateral security and guarantees with respect to any of the foregoing and all cash, Money, insurance proceeds, Instruments, Securities, Financial Assets, income, royalties, payments, licensing, damages and Deposit Accounts constituting Proceeds of the foregoing (all of the above, the “Collateral”).
(b) Notwithstanding anything herein to the contrary, in no event shall the security interests and Liens granted under Section 1.1(a) hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (i) any property, interest or other rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the terms of, or a default under, any Intangible, lease, license, contract, agreement or other document, (B) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective pursuant to the PPSA or other applicable law (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including any applicable bankruptcy laws) or principles of equity) or (C) require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B) or (C) above; (ii) the Pledge Agreement Collateral, including any asset of a Grantor excluded from the Pledge Agreement Collateral pursuant to the proviso to Section 3.1 of the Pledge Agreement or the corresponding provision of any other Pledge Agreement, as applicable; (iii) any treasury stock of a Grantor; (iv) Excluded Accounts; (v) any Vehicles and other assets subject to certificates of title (other than to the extent such rights can be perfected by the filing of a financing statement under the PPSA or other applicable law); (vi) any ▇▇▇▇▇▇ ▇▇▇▇▇▇ “intent-to-use” Trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such application under applicable federal law (other than to the extent such rights can be perfected by the filing of a financing statement under the PPSA or other applicable law); (vii) any Consumer Goods (as defined in the PPSA); and (viii) the last day of the term of any real property lease or agreement therefor, provided that upon enforcement of the security interest, each Grantor shall stand possessed of such last day in trust or assign the same to any person acquiring such term (the assets described in preceding clauses (i) through (viii) hereof, collectively, the “Excluded Assets”).
(c) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Grantor may acquire, or with respect to which any Grantor may obtain rights, at any time during the term of this Agreement.
(d) Each Grantor confirms that value has been given by the Collateral Agent and the Secured Parties to such Grantor, that such Grantor has rights in its Collateral existing at the date of this Agreement or the date of any supplement to this Agreement, as applicable, and that such Grantor and the Collateral Agent have not agreed to postpone the time for attachment of the security interest granted to the Collateral Agent in any of the Collateral of such Grantor pursuant to this Agreement.
(e) The Liens hereunder are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Grantor with respect to any of the Collateral or any transaction in connection therewith.
(f) Notwithstanding anything herein to the contrary, the Grantors make no representations or warranties hereunder, and the covenants hereunder shall not apply, in respect of the Excluded Assets.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured its Obligations, each Grantor Assignor does hereby pledge to (A) assign and transfer unto the Administrative Agent, and does hereby grant to the Administrative Agent, Collateral Agent for the benefit of the Secured First Lien Creditors, and does hereby pledge and grant to the Collateral Agent for the benefit of the First Lien Creditors, a continuing security interest in, all of the right, title and interest of such Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case, whether now existing or hereafter from time to time acquired and (B) separately assign and transfer unto the Collateral Agent for the benefit of the Senior Second Lien Notes Creditors, and does hereby separately pledge and grant to the Collateral Agent for the benefit of the Senior Second Lien Notes Creditors, a separate continuing security interest in all of the right, title and interest of such Grantor Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each Grantorcase, whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):acquired:
(i) all Accounts, including, without limitation, each and every Account Receivable;
(ii) all GoodsContracts, together with all Contract Rights arising thereunder;
(iii) all Inventory;
(iv) the Cash Collateral Account and any other cash collateral account established for such Assignor for the benefit of the Secured Creditors and all Equipmentmoneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account;
(v) all DocumentsEquipment;
(vi) all InstrumentsMarks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(vii) all Chattel PaperPatents and Copyrights and all reissues, renewals and extensions thereof;
(viii) all Money;
(ix) computer programs of such Assignor and all Deposit Accountsintellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, the Collateral Concentration Account Trade Secrets and Trade Secret Rights;
(ix) all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereofinsurance policies;
(x) all Securities Accountsother Goods, together with General Intangibles, Chattel Paper (including, without limitation, all Financial Assets credited therein from time to time, Tangible Chattel Paper and all Financial AssetsElectronic Chattel Paper), monies, securities, cash Documents and other property held therein or credited theretoInstruments of such Assignor;
(xi) all Investment PropertyPermits;
(xii) all Fixturescash;
(xiii) all As-Extracted Collateral, including, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(xiv) all Deposit Accounts maintained by such Assignor with any Person, together with all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xv) all Investment Property;
(xvi) all Intellectual PropertyLetter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xvii) all letters Software and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of credit and Letter-of-Credit Rightsany kind or nature, regardless of the medium of recording;
(xviii) all Payment Intangibles;
(xix) all Promissory Notes;
(xx) all Supporting Obligations;
(xxi) all insurance claims;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxivxix) all Proceeds and Products products of any and all of the foregoingforegoing (all of the above, including this clause (xix), collectively, the “Collateral”).
(b) Notwithstanding anything to the contrary contained in this Section 1.1 or elsewhere in this Agreement, each Assignor, the Collateral Agent (on behalf of the Secured Creditors) and the Senior Second Lien Notes Indenture Trustee (on behalf of the Senior Second Lien Notes Creditors) acknowledges and agrees that (v) the security interest granted pursuant to this Agreement (including pursuant to this Section 1.1) to the Collateral Agent (i) for the benefit of Bank Creditors and Other Creditors, shall be a “first” priority senior security interest in the Collateral and (ii) for the benefit of the Senior Second Lien Notes Creditors, shall be a “second” priority security interest in the Collateral fully junior, subordinated and subject to the security interest granted to the Collateral Agent for the benefit of the First Lien Creditors on the terms and conditions set forth in this Agreement, in the other Security Documents and in the Senior Second Lien Notes Documents and all other rights and benefits afforded hereunder to the Senior Second Lien Notes Creditors are expressly subject to the terms and conditions of this Agreement, the other Security Documents and the Senior Second Lien Notes Documents, (w) the Senior Second Lien Notes Creditors’ security interests in the Collateral constitute security interests separate and apart (and of a different class and claim) from the First Lien Creditors’ security interests in the Collateral, (x) the grants of security interest hereunder constitute two separate and distinct grants of security, one in favor of the Collateral Agent for the benefit of the First Lien Creditors, the second in favor of the Collateral Agent for the benefit of the Senior Second Lien Notes Creditors and (y) in the event of any conflict between the provisions of this Agreement or any other Security Document and the provisions of the Senior Second Lien Notes Documents, the terms of this Agreement and the other Security Documents shall prevail.
(c) The security interest of the Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement.
(d) Notwithstanding anything to the contrary contained in this Agreement, the Senior Second Lien Notes Creditors shall not have a security interest in, and the grant of security interests pursuant to this Section 1.1 for the benefit of the Senior Second Lien Notes Creditors shall not extend to, any Second Lien Excluded Collateral.
(e) Notwithstanding anything to the contrary contained in this Agreement, the Excluded Collateral shall not constitute Collateral as defined herein.
Appears in 1 contract
Grant of Security Interests. As security for the prompt and complete payment and performance when due of all of the Secured Obligations, each Grantor does hereby pledge to pledge, collaterally assign and transfer unto the Administrative Collateral Agent, and does hereby grant to the Administrative Collateral Agent, for the benefit of the Secured Creditors, a continuing security interest in in, all of the right, title and interest of such Grantor in, to and under all of the following of each Grantor, whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):
(i) all Accounts, including, without limitation, each and every Account Receivable;
(ii) all Goods;
(iii) all Inventory;
(iv) all Equipment;
(v) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, including, but not limited to, the Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash and other property held therein or credited thereto;
(xi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(xvi) all Intellectual Property;
(xvii) all letters Letter of credit and Letter-of-Credit Rights;
(xviii) all Payment Intangibles;
(xix) all Promissory Notes;
(xx) all Supporting Obligations;
(xxi) all insurance claimsPermits;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdictionLaw;
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxiv) all Proceeds and Products of any and all of the foregoing.
Appears in 1 contract
Sources: Pledge and Security Agreement (American Greetings Corp)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured its Obligations, each Grantor Assignor does hereby pledge to assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent, for the benefit of the Secured Creditors, a continuing security interest in all of the right, title and interest of such Grantor Assignor in, to and under all of the following personal property (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each Grantor, case whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):acquired:
(i) all Accounts, including, without limitation, each and every Account Receivable(and all rights to receive payments, indebtedness and other obligations (whether constituting an Account, Chattel Paper (including Electronic Chattel Paper), Instrument, Document or General Intangible));
(ii) all Goodscash and Money;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Equipment;
(vx) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, includingcollection accounts, but not limited to, the Collateral Concentration Account disbursement accounts and lock boxes and all Controlled Deposit Accountscash, together with all moniesMoney, securities checks, other negotiable instruments, funds and instruments at any time deposited in any such Deposit Account other evidences of payments held therein or otherwise held for the credit thereof;
credited thereto, (xy) all Securities Accounts, together with all Financial Assets Accounts and Security Entitlements and Securities credited therein from time to timethereto, and all Financial Assetscash, moniesMoney, checks, marketable securities, cash Financial Assets and other property held therein or credited thereto, and (z) commodity accounts and all cash, Money, marketable securities, Financial Assets and other property held therein or credited thereto;
(xiv) all Chattel Paper;
(vi) all Promissory Notes;
(vii) all Inventory;
(viii) all Investment Property;
(xiiix) all FixturesPayment Intangibles (including corporate and other tax refunds);
(xiiix) all As-Extracted Collateralto the extent relating to, including, without limitationevidencing or governing any of the items referred to in preceding clauses (i) through (ix), all Minerals;
Permits, Documents, General Intangibles (xiv) all General Intangiblesincluding data processing software but excluding Copyrights, includingPatents, but not limited toTrade Secrets and Marks), all Contract Rights;
(xv) all Commercial Tort Claims;
(xvi) all Intellectual Property;
(xvii) all letters of credit and Instruments, Letter-of-Credit Rights, related letters of credit, guarantees and collateral liens and Commercial Tort Claims or other claims and causes of action, documents of title, customs receipts, insurance, shipping and other documents and other materials related to the foregoing (including to the purchase or import of any Inventory);
(xviiixi) all Payment Intangibles;
to the extent relating to, evidencing or governing any of the items referred to in the preceding clauses (xixi) all Promissory Notes;
through (xx) x), all Supporting Obligations;
(xxixii) all insurance claims;
books and records relating to the items referred to in the preceding clauses (xxiii) through (xi) (including all other itemsbooks, kinds databases, customer lists, and types of personal propertyrecords, whether tangible or intangibleelectronic, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of which contain any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, information relating to or for any of the foregoingitems referred to in the preceding clauses (i) through (xi)); and
(xxivxiii) all substitutions, replacements accessions, Proceeds and Products products of any and all of the foregoing, including collateral security and guarantees with respect to any of the foregoing and all cash, Money, insurance proceeds, Instruments, Securities, Financial Assets, income, royalties, payments, licensing, damages and Deposit Accounts constituting Proceeds of the foregoing (all of the above, the “Collateral”).
(b) Notwithstanding anything herein to the contrary, in no event shall the security interest and lien granted under Section 1.1(a) hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (i) any property, interest or other rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the terms of, or a default under, any General Intangible, lease, license, contract, agreement or other document, (B) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective pursuant to Section 9-406, 9 407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including the Bankruptcy Code) or principles of equity) or (C) require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B) or (C) above; (ii) the Pledge Agreement Collateral, including any asset of an Assignor excluded from the Pledge Agreement Collateral pursuant to the proviso to Section 3.1 of the U.S. Pledge Agreement or the corresponding provision of any other Pledge Agreement, as applicable; (iii) any treasury stock of an Assignor or other Margin Stock, in each case, unless the Secured Creditors have made any necessary filings with the Board of Governors of the United States Federal Reserve in connection therewith; provided however, that each applicable Assignor shall provide to the Secured Creditors notice of the existence any Margin Stock (other than treasury stock) that would constitute Collateral absent this proviso at the time of delivery of any compliance certificate required to be delivered pursuant to Section 9.01(d) of the Credit Agreement and, thereafter, such Margin Stock shall constitute Collateral to the extent the Secured Creditors have made such necessary filings with the Board of Governors of the United States Federal Reserve in connection therewith; and (iv) Deposit Accounts the balance of which consists (x) exclusively of withheld income taxes, employment taxes, or amounts required to be paid over to certain employee benefit plans and (y) segregated deposit accounts constituting and the balance of which consists solely of funds set aside in connection with tax, payroll and trust accounts (the assets described in preceding clauses (i) through (iv) hereof, collectively, the “Excluded Assets”); provided that immediately upon the amendment of the Code to allow the pledge of a greater percentage of the Equity Interests in a Foreign Subsidiary without causing a repatriation (or deemed repatriation) of earnings or adverse tax consequences, the Collateral shall include, and the security interest granted by each Assignor shall attach to, such greater percentage of Equity Interests of each directly owned Foreign Subsidiary of such Assignor to secure all other Obligations.
(c) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement. Notwithstanding anything herein to the contrary, the Assignors make no representations or warranties hereunder, and the covenants hereunder shall not apply, in respect of the Excluded Assets.
Appears in 1 contract
Sources: Security Agreement (Ciena Corp)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured its Obligations, each Grantor Assignor does hereby pledge to assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent, for the benefit of the Secured Creditors, in each case a continuing security interest in all of the right, title and interest of such Grantor Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each Grantor, case whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):acquired:
(i) all Accounts, including, without limitation, each and every Account ReceivableAccount;
(ii) all Goodscash;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all EquipmentChattel Paper ( including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all DocumentsCommercial Tort Claims described in Annex H hereto;
(vi) all Instruments;
(vii) computer programs of such Assignor and all Chattel Paper;
(viii) intellectual property rights therein and all Money;
(ix) all Deposit Accountsother proprietary information of such Assignor, including, but not limited to, the Collateral Concentration Account and Trade Secret Rights;
(vii) all Controlled Deposit AccountsContracts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereofContract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Securities AccountsDeposit Accounts and all other demand, together with all Financial Assets credited therein from time to deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all Financial Assets, monies, securities, cash Instruments and other property held therein investments deposited or credited theretorequired to be deposited in any of the foregoing;
(xi) all Investment PropertyDocuments;
(xii) all FixturesGeneral Intangibles;
(xiii) all As-Extracted Collateral, including, without limitation, all MineralsGoods;
(xiv) all General Intangibles, including, but not limited to, all Contract RightsInstruments (other than Instruments constituting Pledged Securities);
(xv) all Commercial Tort ClaimsInventory;
(xvi) all Intellectual PropertyInvestment Property (other than Investment Property required to be pledged under the US Pledge Agreement);
(xvii) all letters of credit and Letter-of-Credit RightsRights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Payment IntangiblesMarks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(xix) all Promissory NotesPatents;
(xx) all Supporting ObligationsPermits;
(xxi) all insurance claimsSoftware and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;Supporting Obligations; and
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxiv) all Proceeds and Products products of any and all of the foregoingforegoing (all of the above including this clause (xxiii), the "Collateral").
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured its Obligations, each Grantor Assignor does hereby pledge to assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent, in each case for the benefit of the Secured Creditors, a continuing security interest in all of the right, title and interest of such Grantor Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each Grantor, case whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):acquired:
(i) all Accounts, including, without limitation, each and every Account ReceivableAccount;
(ii) all cash;
(iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims (including all Commercial Tort Claims described in Annex D hereto);
(vi) all Domain Names, Trade Secrets, and other proprietary information, including financial data, personal information, customer lists, supplier lists, business plans, and data collections;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(iiixiv) all Instruments;
(xv) all Inventory;
(iv) all Equipment;
(v) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, including, but not limited to, the Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash and other property held therein or credited thereto;
(xixvi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(xvi) all Intellectual PropertyProperty and Securities Accounts;
(xvii) all letters of credit and Letter-of-Credit RightsRights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Payment IntangiblesMarks, together with the registrations and right to all renewals thereof, the goodwill of the business of such Assignor symbolized by the Marks and all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same;
(xix) all Promissory NotesPatents, together with all causes of action arising prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same;
(xx) all Permits;
(xxi) all Software and all recorded data of any kind or nature, and any media on which the foregoing is recorded;
(xxii) all Supporting Obligations;
(xxi) all insurance claims;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any claims of such Assignor against the foregoing; andCaptive Insurance Company;
(xxiv) all other personal property and fixtures of such Assignor; and
(xxv) all Proceeds and Products products of any and all of the foregoingforegoing (all of the above, including this clause (xxv), the “Collateral”); provided that no Assignor shall be required to grant a security interest hereunder in (and the term “Collateral” shall not include) any Excluded Collateral (so long as same remains “Excluded Collateral” in accordance with the definition thereof).
(b) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) Notwithstanding anything to the contrary contained in this Agreement, (A) the Assignors shall not be required to take any actions to perfect the Collateral Agent’s security interest hereunder in motor vehicles, Letter-of-Credit Rights, cash, Deposit Accounts and Securities Accounts, in each case except to the extent that a security interest in such types of Collateral can be perfected by (i) the filings of a UCC-1 (or similar) financing statement under the applicable UCC, and (ii) in the case of Letter-of-Credit Rights, by taking the respective actions described in Section 3.7 hereof (and the representations, warranties and covenants contained in this Agreement with respect to a perfected security interest in such Collateral shall be qualified to the extent provided in this Section 1.1(c)), (B) the Assignors shall not be required to enter into any foreign law pledges, mortgages or security agreements and (C) the Assignors shall not be required to take any actions to perfect the Collateral Agent’s security interest hereunder in any asset for which the cost of perfecting a security interest in such asset is excessive in relation to the value of the security to be offered thereby (as reasonably determined by the Collateral Agent) so long as, in the case of this clause (C), the applicable Assignor delivers a written request to the Collateral Agent specifically identifying (x) the applicable assets, the value thereof and the cost of perfecting a security interest therein and (y) the perfection steps not to be taken with respect to such assets and such written request is acknowledged and agreed to by the Collateral Agent in writing.
(d) Notwithstanding anything to the contrary contained in this Agreement, no security interest is assigned, transferred, pledged or granted in any “intent-to-use” application for registration of a ▇▇▇▇ filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051, prior to the filing with respect thereto of a verified “Statement of Use” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act, to the extent that, and during the period in which, the assignment, transfer, pledge or grant of a security interest in such intent-to-use application would impair the validity or enforceability of any registration that issues from that intent-to-use application under applicable federal law.
Appears in 1 contract
Sources: Security Agreement (Town Sports International Holdings Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured Obligations, each Grantor does hereby pledge to assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent, for the benefit of the Secured CreditorsParties, a continuing security interest in all of the right, title and interest of such Grantor in, to and under all of the following personal property (and all rights therein) of each such Grantor, or in which or to which such Grantor has any rights, in each case whether now existing or hereafter from time to time acquired or arising or acquired and wherever located (collectively, the “Collateral”):regardless of where located:
(i) all Accounts, including, without limitation, each and every Account Receivable(and all rights to receive payments, indebtedness and other obligations (whether constituting an Account, Chattel Paper (including Electronic Chattel Paper), Instrument, Document or General Intangible));
(ii) all Goodscash and Money;
(iii) the Cash Collateral Account and all Inventory;monies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; \\DC - 066299/000158000182 - 9848070 v13
(iv) all Equipment;
(vx) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, includingcollection accounts, but not limited to, the Collateral Concentration Account disbursement accounts and lock boxes and all Controlled Deposit Accountscash, together with all moniesMoney, securities checks, other negotiable instruments, funds and instruments at any time deposited in any such Deposit Account other evidences of payments held therein or otherwise held for the credit thereof;
credited thereto, (xy) all Securities Accounts, together with all Financial Assets Accounts and Security Entitlements and Securities credited therein from time to timethereto, and all Financial Assetscash, moniesMoney, checks, marketable securities, cash Financial Assets and other property held therein or credited thereto, and (z) Commodity Accounts and all cash, Money, marketable securities, Financial Assets and other property held therein or credited thereto;
(v) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(vi) all Commercial Tort Claims set forth on Annex E hereto or for which notice is required to be provided pursuant to Section 3.1 below;
(vii) All Contracts, together with all Contract Rights arising thereunder;
(viii) all Documents;
(ix) all Equipment;
(x) all Fixtures;
(xi) all Goods;
(xii) all Instruments;
(xiii) all Intellectual Property;
(xiv) all Promissory Notes;
(xv) all Inventory;
(xvi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(xvi) all Intellectual Property;
(xvii) all letters of credit and Letter-of-Credit RightsRights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Payment General Intangibles;
(xix) all Promissory NotesPayment Intangibles (including corporate and other tax refunds);
(xx) all Supporting ObligationsPermits;
(xxi) all insurance claimsbooks and records (including all books, databases, customer lists, and records, whether tangible or electronic, which contain any information relating to any of the foregoing);
(xxii) all other itemswith respect to each right to payment or performance included in each of the foregoing, kinds any Supporting Obligation that supports such payment or performance and types of personal property, tangible any Lien that secures such right to payment or intangible, of whatever nature, and regardless of whether the creation performance or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of secures any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;such Supporting Obligation; and
(xxiii) all additionssubstitutions, modifications, alterations, improvements, upgrades, replacements accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxiv) all Proceeds and Products products of any and all of the foregoing, including collateral security and guarantees with respect to any of the foregoing and all cash, Money, insurance proceeds, Instruments, Securities, Financial Assets, income, royalties, payments, licensing, damages and Deposit Accounts constituting Proceeds of the foregoing (all of the above, the “Collateral”).
(b) Notwithstanding anything herein to the contrary, in no event shall the security interests and Liens granted under Section 1.1(a) hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (i) any property, interest or other rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the terms of, or a default under, any General Intangible, lease, license, contract, agreement or other document, (B) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective pursuant to Section 9-406, 9 407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including any applicable bankruptcy laws) or principles of equity) or (C) require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B) or (C) above; (ii) the Pledge Agreement Collateral, including any asset of a Grantor excluded from the Pledge Agreement Collateral pursuant to the proviso to Section 3.1 of the Pledge Agreement or the corresponding provision of any other Pledge Agreement, as applicable; (iii) any treasury stock of a Grantor or other Margin Stock, in each case, unless the Secured Parties have made any necessary filings with the FRB in connection therewith and the Grantors have provided the Collateral Agent an executed Form FR U-1; provided however, that each applicable Grantor shall provide to the Secured Parties notice of the existence any Margin Stock (other than treasury stock) that would constitute Collateral absent this proviso at the time of delivery of any financial statements required to be delivered pursuant to Section 6.01(a) or 6.01(b) of the Credit Agreement and, thereafter, such Margin Stock shall constitute Collateral to the extent the Secured Parties have made such necessary filings with the FRB in connection therewith and the Grantors have provided the Collateral Agent an executed Form FR U-1; (iv) Deposit Accounts the balance of which consists (x) exclusively of withheld income taxes, employment taxes, or amounts required to be paid over to certain employee benefit plans and (y) segregated deposit accounts constituting and the balance of which consists solely of funds set aside in connection with tax, payroll and trust accounts, and in the event constituting “Excluded Assets” (or such similar term) under the ABL Credit Documents, any other account of the type described in clause (iv) not otherwise constituting a Deposit Account; (v) any Vehicles and other assets subject to certificates of title (other than to the extent such rights can be perfected by the filing of a financing statement under the UCC); and (vi) any United States “intent-to-use” Trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such application under applicable federal law (other than to the extent such rights can be perfected by the filing of a financing statement under the UCC) (the assets described in preceding clauses (i) through (vi) hereof, collectively, the “Excluded Assets”);
(c) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Grantor may acquire, or with respect to which any Grantor may obtain rights, at any time during the term of this Agreement.
(d) The Liens hereunder are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Grantor with respect to any of the Collateral or any transaction in connection therewith.
(e) Notwithstanding anything herein to the contrary, the Grantors make no representations or warranties hereunder, and the covenants hereunder shall not apply, in respect of the Excluded Assets.
Appears in 1 contract
Sources: Credit Agreement (Ciena Corp)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the its Secured Obligations, each Grantor Assignor does hereby pledge to assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent, for the benefit of the Secured CreditorsParties, a continuing security interest in and a lien on all of the right, title and interest of such Grantor Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each Grantor, case whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):acquired:
(i) all Accounts, including, without limitation, each and every Account ReceivableAccount;
(ii) all Goodscash;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Equipment;
Chattel Paper (v) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, including, but not limited to, the Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash and other property held therein or credited thereto;
(xi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all MineralsTangible Chattel Paper and all Electronic Chattel Paper);
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xvv) all Commercial Tort Claims;
(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Intellectual Investment Property;
(xvii) all letters of credit and Letter-of-Credit RightsRights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Payment IntangiblesMarks, together with the registrations and right to all renewals thereof, the goodwill of the business of such Assignor symbolized by the Marks and all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same;
(xix) all Promissory NotesPatents, together with all causes of action arising prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same;
(xx) all Supporting ObligationsPermits;
(xxi) all insurance claimsSoftware and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;Supporting Obligations; and
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxiv) all Proceeds and Products products of any and all of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Assignors from time to time with respect to any of the foregoing (all of the above, the “Collateral”).
(b) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement. Notwithstanding anything to the contrary contained herein, the term “Collateral” shall not include, and the security interest granted under this Agreement shall not attach to any Excluded Asset. Notwithstanding anything herein to the contrary, the lien and security interest granted pursuant to this Agreement and the exercise of any right or remedy hereunder are subject to the provisions of the Intercreditor Agreement at any time the Intercreditor Agreement is in effect. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control at any time the Intercreditor Agreement is in effect. In the event of any conflict or inconsistency between the provisions of the Indenture and this Agreement relating to the duties of the Collateral Agent the provisions of the Indenture shall govern and control.
Appears in 1 contract
Sources: Security Agreement
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured its Obligations, each Grantor Assignor does hereby pledge to assign (except in the Administrative case of Collateral which are ULC Shares) and transfer unto the Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent, for the benefit of the Secured Creditors, a continuing security interest in all of the right, title and interest of such Grantor Assignor in, to and under all of the following personal property (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each Grantor, case whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):acquired:
(i) all Accounts, including, without limitation, each and every Account Receivable(and all rights to receive payments, indebtedness and other obligations (whether constituting an Account, Chattel Paper, Instrument, Document of Title or Intangible));
(ii) all Goodscash and money;
(iii) the Cash Collateral Account and all Inventorymoneys, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Equipment;
(vx) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, includingcollection accounts, but not limited to, the Collateral Concentration Account disbursement accounts and lock boxes and all Controlled Deposit Accountscash, together with all moniesmoney, securities cheques, other negotiable instruments, funds and instruments at any time deposited in any such Deposit Account other evidences of payments held therein or otherwise held for the credit thereof;
credited thereto, (xy) all Securities Accounts, together with all Financial Assets Collateral Accounts and security entitlements and Securities credited therein from time to timethereto, and all Financial Assetscash, moniesmoney, cheques, marketable securities, cash Financial Assets and other property held therein or credited thereto, and (z) commodity accounts and all cash, money, marketable securities, Financial Assets and other property held therein or credited thereto;
(v) all Chattel Paper;
(vi) all promissory notes;
(vii) all Instruments and Securities;
(viii) all Inventory;
(ix) all Equipment;
(x) all Goods;
(xi) all Investment Property;
(xii) all FixturesIntangibles (including corporate and other tax refunds);
(xiii) all As-Extracted Collateralto the extent relating to, including, without limitationevidencing or governing any of the items referred to in preceding clauses (i) through (xii), all MineralsPermits, Documents of Title, Intangibles (including data processing software but excluding Copyrights, Patents, Trade Secrets and Marks), Instruments, letter-of-credit rights, related letters of credit, guarantees and collateral liens and other claims and causes of action, documents of title, customs receipts, insurance, shipping and other documents and other materials related to the foregoing (including to the purchase or import of any Inventory);
(xiv) all General Intangibles, including, but not limited to the extent relating to, evidencing or governing any of the items referred to in the preceding clauses (i) through (xiii), all Contract RightsSupporting Obligations;
(xv) all Commercial Tort Claimsbooks and records relating to the items referred to in the preceding clauses (i) through (x) (including all books, databases, customer lists, and records, whether tangible or electronic, which contain any information relating to any of the items referred to in the preceding clauses (i) through (xiii);
(xvi) all Intellectual Property;
(xvii) all letters of credit substitutions, replacements accessions, Proceeds and Letter-of-Credit Rights;
(xviii) all Payment Intangibles;
(xix) all Promissory Notes;
(xx) all Supporting Obligations;
(xxi) all insurance claims;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC products of any particular jurisdiction or by and all of the foregoing, including collateral security and guarantees with respect to any other applicable treatyof the foregoing and all cash, conventionmoney, statuteinsurance proceeds, law or regulation of any applicable jurisdiction;
(xxiii) all additionsInstruments, modificationsSecurities, alterationsFinancial Assets, improvementsincome, upgradesroyalties, accessionspayments, componentslicensing, parts, appurtenances, substitutions and/or replacements of, to or for any damages and Deposit Accounts constituting Proceeds of the foregoing; and
(xxivxvii) all Proceeds and Products of any and (all of the foregoingabove (i) to and including (xvi), collectively, the “Collateral”).
(b) Notwithstanding anything herein to the contrary, in no event shall the security interests and liens granted under Section 1.1(a) hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (i) any property, interest or other rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the terms of, or a default under, any Intangible, lease, license, contract, agreement or other document, (B) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective against the Collateral Agent pursuant to Section 40(4) of the PPSA (or any successor provision or provisions of the PPSA of any relevant jurisdiction or any other applicable law) or principles of equity) or (C) require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained) (each a “Restricted Right”); provided, however, that the Security Interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability, breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B) or (C) above; (ii) Deposit Accounts the balance of which consists (x) exclusively of withheld income taxes, employment taxes, or amounts required to be paid over to certain employee benefit plans and (y) segregated deposit accounts constituting and the balance of which consists solely of funds set aside in connection with tax, payroll and trust accounts; (iii) any consumer goods; and (iv) the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real property, now held or hereafter acquired by any Assignor, but an Assignor will stand possessed of any such last day upon trust to assign and dispose of it as the Collateral Agent may reasonably direct; (the assets described in the preceding clauses (i) through (iv) hereof, collectively the “Excluded Assets”). The Security Interest in respect of each Restricted Right will constitute a trust created in favour of the Collateral Agent for the benefit of the Secured Creditors, pursuant to which such Assignor holds as trustee all proceeds and other benefits arising under or in connection with the Restricted Right in trust for the Collateral Agent, for the benefit of the Secured Creditors, on the following basis (i) until an Event of Default shall have occurred and be continuing such Assignor is entitled to receive all such proceeds and other benefits; and (ii) if any Event of Default shall have occurred and be continuing, (A) all rights of such Assignor to receive such proceeds and other benefits cease and all such proceeds will be immediately paid over to the Collateral Agent for the benefit of the Secured Creditors, and (B) such Assignor will take all actions requested by the Collateral Agent to collect and enforce payment and other rights arising under the Restricted Right.
(c) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(d) Notwithstanding anything herein to the contrary, the Assignors make no representations or warranties hereunder, and the covenants hereunder shall not apply, in respect of the Excluded Assets.
Appears in 1 contract
Grant of Security Interests. As security for the prompt and complete payment and performance when due of all of the Secured Obligations, each Grantor does hereby pledge to pledge, sell, assign and transfer unto the Administrative Agent, and does hereby grant to the Administrative Agent, for the benefit of the Secured Creditors, a continuing security interest in all of the right, title and interest of such Grantor in, to and under all of the following of each Grantor, whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):
(i) all Accounts, including, without limitation, each and every Account Receivable;
(ii) all Goods;
(iii) all Inventory;
(iv) all Equipment;
(v) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, including, but not limited to, the Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash and other property held therein or credited thereto;
(xi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(xvi) all Intellectual Property;
(xvii) all letters of credit and Letter-of-Credit Rights;
(xviii) all Payment Intangibles;
(xix) all Promissory Notes;
(xx) all Supporting Obligations;
(xxi) all insurance claims;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;
(xxiiixxii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxivxxiii) all Proceeds and Products of any and all of the foregoing.
Appears in 1 contract
Grant of Security Interests. As security for the prompt and complete payment and performance when due of all of the Secured its Obligations, each Grantor Assignor does hereby pledge to assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent, in each case for the benefit of the Secured Creditors, a continuing security interest in all of the right, title and interest of such Grantor Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each Grantor, case whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):
(i) all Accounts, including, without limitation, acquired: each and every Account Receivable;
(ii) Account; all Goods;
(iii) all Inventory;
(iv) all Equipment;
(v) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, including, but not limited to, cash; the Cash Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash Instruments and other property held therein investments deposited or credited thereto;
required to be deposited in the Cash Collateral Account; all Chattel Paper (xi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all Minerals;
Tangible Chattel Paper and all Electronic Chattel Paper); all Commercial Tort Claims (xiv) including all Commercial Tort Claims described in Annex D hereto); all Domain Names, Trade Secrets, and other proprietary information, including financial data, personal information, customer lists, supplier lists, business plans, and data collections; all Contracts, together with all Contract Rights arising thereunder; all Copyrights; all Equipment; all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing; all Documents; all General Intangibles, including, but not limited to, ; all Contract Rights;
(xv) Goods; all Commercial Tort Claims;
(xvi) Instruments; all Intellectual Property;
(xvii) Inventory; all letters of credit Investment Property and Securities Accounts; all Letter-of-Credit Rights;
Rights (xviii) whether or not the respective letter of credit is evidenced by a writing); all Payment Intangibles;
(xix) Marks, together with the registrations and right to all Promissory Notes;
(xx) all Supporting Obligations;
(xxi) all insurance claims;
(xxii) all other itemsrenewals thereof, kinds and types the goodwill of personal property, tangible or intangible, the business of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed such Assignor symbolized by the UCC Marks and all causes of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, action arising prior to or after the date hereof for infringement of any of the foregoingMarks or unfair competition regarding the same; and
(xxiv) all Proceeds and Products Patents, together with all causes of action arising prior to or after the date hereof for infringement of any and all of the foregoing.Patents or unfair competition regarding the same;
Appears in 1 contract
Sources: Credit Agreement (Town Sports International Holdings Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured its Obligations, each Grantor Assignor does hereby pledge to assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent, for the benefit of the Secured Creditors, a continuing security interest in all of the right, title and interest of such Grantor Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each Grantor, case whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):acquired:
(i) all Accounts, including, without limitation, each and every Account ReceivableAccount;
(ii) all Goodscash;
(iii) the Collateral Account and all Inventorymoneys, securities, Instruments and other investments deposited or required to be deposited in the Collateral Account;
(iv) all Equipment;
Chattel Paper (v) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, including, but not limited to, the Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash and other property held therein or credited thereto;
(xi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all MineralsTangible Chattel Paper and all Electronic Chattel Paper);
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xvv) all Commercial Tort Claims;
(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all moneys, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(x) all Documents;
(xi) all Equipment;
(xii) all FCC License Rights;
(xiii) all General Intangibles;
(xiv) all Goods;
(xv) all Instruments;
(xvi) all Intellectual PropertyInventory;
(xvii) all letters of credit and Letter-of-Credit RightsInvestment Property;
(xviii) all Payment IntangiblesLetter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing);
(xix) all Promissory NotesMarks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(xx) all Supporting ObligationsPatents;
(xxi) all insurance claimsPermits;
(xxii) all other itemsSoftware and all Software licensing rights, kinds all writings, plans, specifications and types schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of personal property, tangible any kind or intangible, of whatever nature, and regardless of whether the creation or perfection or effect medium of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdictionrecording;
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoingSupporting Obligations; and
(xxiv) all Proceeds and Products products of any and all of the foregoingforegoing (all of the above, the “Collateral”). Notwithstanding anything to the contrary contained in this Agreement, no Assignor shall be required at any time to pledge hereunder any equity interests of any Subsidiary of such Assignor that is not a domestic Subsidiary of such Assignor.
(b) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured its Obligations, each Grantor Assignor does hereby pledge to assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent, for the benefit of the Secured Creditors, in each case a continuing security interest in all of the right, title and interest of such Grantor Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each Grantor, case whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):acquired:
(i) all Accounts, including, without limitation, each and every Account ReceivableAccount;
(ii) all Goodscash;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all EquipmentChattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all DocumentsCommercial Tort Claims (including those described in Annex H hereto);
(vi) all Instruments;
(vii) computer programs of such Assignor and all Chattel Paper;
(viii) intellectual property rights therein and all Money;
(ix) all Deposit Accountsother proprietary information of such Assignor, including, but not limited to, the Collateral Concentration Account and Trade Secret Rights;
(vii) all Controlled Deposit AccountsContracts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereofContract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Securities AccountsDeposit Accounts and all other demand, together with all Financial Assets credited therein from time to deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all Financial Assets, monies, securities, cash Instruments and other property held therein investments deposited or credited theretorequired to be deposited in any of the foregoing;
(xi) all Investment PropertyDocuments;
(xii) all FixturesGeneral Intangibles;
(xiii) all As-Extracted Collateral, including, without limitation, all MineralsGoods;
(xiv) all General Intangibles, including, but not limited to, all Contract RightsInstruments (other than Instruments constituting Pledged Securities);
(xv) all Commercial Tort ClaimsInventory;
(xvi) all Intellectual PropertyInvestment Property (other than Investment Property required to be pledged under the US Pledge Agreement);
(xvii) all letters of credit and Letter-of-Credit RightsRights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Payment IntangiblesMarks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(xix) all Promissory NotesPatents;
(xx) all Supporting ObligationsPermits;
(xxi) all insurance claimsSoftware and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;Supporting Obligations; and
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxiv) all Proceeds and Products products of any and all of the foregoingforegoing (all of the above including this clause (xxiii), the "Collateral").
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured its Obligations, each Grantor Assignor does hereby pledge to assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent, for the benefit of the Secured Creditors, a continuing security interest in all of the right, title and interest of such Grantor Assignor in, to and under all of the following personal property (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each Grantor, case whether now existing or hereafter from time to time acquired or arising or acquired and wherever located (collectively, the “Collateral”):regardless of where located:
(i) all Accounts, including, without limitation, each and every Account Receivable(and all rights to receive payments, indebtedness and other obligations (whether constituting an Account, Chattel Paper (including Electronic Chattel Paper), Instrument, Document or General Intangible));
(ii) all Goodscash and Money;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Equipment;
(vx) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, includingcollection accounts, but not limited to, the Collateral Concentration Account disbursement accounts and lock boxes and all Controlled Deposit Accountscash, together with all moniesMoney, securities checks, other negotiable instruments, funds and instruments at any time deposited in any such Deposit Account other evidences of payments held therein or otherwise held for the credit thereof;
credited thereto, (xy) all Securities Accounts, together with all Financial Assets Accounts and Security Entitlements and Securities credited therein from time to timethereto, and all Financial Assetscash, moniesMoney, checks, marketable securities, cash Financial Assets and other property held therein or credited thereto, and (z) Commodity Accounts and all cash, Money, marketable securities, Financial Assets and other property held therein or credited thereto;
(v) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(vi) all Commercial Tort Claims set forth on Annex E hereto or for which notice is required to be provided pursuant to Section 3.1 below;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Documents;
(ix) all Equipment;
(x) all Fixtures;
(xi) all Goods;
(xii) all Instruments;
(xiii) all Intellectual Property;
(xiv) all Promissory Notes;
(xv) all Inventory;
(xvi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(xvi) all Intellectual Property;
(xvii) all letters of credit and Letter-of-Credit RightsRights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Payment General Intangibles;
(xix) all Promissory NotesPayment Intangibles (including corporate and other tax refunds);
(xx) all Supporting ObligationsPermits;
(xxi) all insurance claimsbooks and records (including all books, databases, customer lists, and records, whether tangible or electronic, which contain any information relating to any of the foregoing);
(xxii) all other itemswith respect to each right to payment or performance included in each of the foregoing, kinds any Supporting Obligation that supports such payment or performance and types of personal property, tangible any Lien that secures such right to payment or intangible, of whatever nature, and regardless of whether the creation performance or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of secures any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;such Supporting Obligation; and
(xxiii) all additionssubstitutions, modifications, alterations, improvements, upgrades, replacements accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxiv) all Proceeds and Products products of any and all of the foregoing, including collateral security and guarantees with respect to any of the foregoing and all cash, Money, insurance proceeds, Instruments, Securities, Financial Assets, income, royalties, payments, licensing, damages and Deposit Accounts constituting Proceeds of the foregoing (all of the above, the “Collateral”).
(b) Notwithstanding anything herein to the contrary, in no event shall the security interests and Liens granted under Section 1.1(a) hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (i) any property, interest or other rights for so long as the grant of such security interest shall constitute or result in (A) a breach or termination pursuant to the terms of, or a default under, any General Intangible, lease, license, contract, agreement or other document, (B) a breach of any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective pursuant to Section 9-406, 9 407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other then-applicable law (including any applicable bankruptcy laws) or principles of equity) or (C) require the consent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation, unenforceability breach or termination shall no longer be effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B) or (C) above; (ii) the Pledge Agreement Collateral, including any asset of an Assignor excluded from the Pledge Agreement Collateral pursuant to the proviso to Section 3.1 of the U.S. Pledge Agreement or the corresponding provision of any other Pledge Agreement, as applicable; (iii) any treasury stock of an Assignor or other Margin Stock, in each case, unless the Secured Creditors have made any necessary filings with the Board of Governors of the United States Federal Reserve in connection therewith and the respective Assignor shall have provided the respective Secured Creditors with an executed Form FR U-1 or Form FR G-3, as applicable; provided however, that each applicable Assignor shall provide to the Secured Creditors notice of the existence any Margin Stock (other than treasury stock) that would constitute Collateral absent this proviso at the time of delivery of any financial statements required to be delivered pursuant to Section 9.01(a) or 9.01(b) of the Credit Agreement and, thereafter, such Margin Stock shall constitute Collateral to the extent the Secured Creditors have made such necessary filings with the Board of Governors of the United States Federal Reserve in connection therewith and the respective Assignor shall have provided the respective Secured Creditors with an executed Form FR U-1 or Form FR G-3, as applicable; and (iv) Deposit Accounts the balance of which consists (x) exclusively of withheld income taxes, employment taxes, or amounts required to be paid over to certain employee benefit plans and (y) segregated deposit accounts constituting and the balance of which consists solely of funds set aside in connection with tax, payroll and trust accounts; (v) any Vehicles and other assets subject to certificates of title (other than to the extent such rights can be perfected by the filing of a financing statement under the UCC); and (vi) any United States “intent-to-use” Trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such application under applicable federal law (other than to the extent such rights can be perfected by the filing of a financing statement under the UCC) (the assets described in preceding clauses (i) through (vi) hereof, collectively, the “Excluded Assets”).
(c) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(d) The Liens hereunder are granted as security only and shall not subject the Administrative Agent or any other Secured Creditor to, or transfer or in any way affect or modify, any obligation or liability of any Assignor with respect to any of the Collateral or any transaction in connection therewith.
(e) Notwithstanding anything herein to the contrary, the Assignors make no representations or warranties hereunder, and the covenants hereunder shall not apply, in respect of the Excluded Assets.
Appears in 1 contract
Sources: Security Agreement (Ciena Corp)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured Debt Obligations, each Grantor Assignor does hereby pledge to assign and transfer unto the Administrative AgentCollateral Trustee, and does hereby pledge and grant to the Administrative AgentCollateral Trustee, for the benefit of the Secured CreditorsParties, a continuing security interest in all of the right, title and interest of such Grantor Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each Grantor, case whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):acquired:
(i) all Accounts, including, without limitation, each and every Account ReceivableAccount;
(ii) all Money and Cash Equivalents;
(iii) the Collateral Proceeds Account and all monies, securities, Instruments and other investments deposited or required to be deposited in the Collateral Proceeds Account;
(iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Commercial Tort Claims described on Schedule 5 of the Perfection Certificate (together with any Commercial Tort Claims as to which the Assignors have complied with the requirements of Section 3.11 hereof);
(vi) Contracts, together with all Contract Rights arising thereunder;
(vii) all Equipment;
(viii) all Deposit Accounts, Securities Accounts and Commodity Accounts, and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(ix) all Farm Products;
(x) all Fixtures;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(iiixiv) all Instruments;
(xv) all Intellectual Property;
(xvi) all Inventory;
(iv) all Equipment;
(v) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, including, but not limited to, the Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash and other property held therein or credited thereto;
(xixvii) all Investment Property;
(xiixviii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(xvi) all Intellectual Property;
(xvii) all letters of credit and Letter-of-Credit Rights;
, whether or not the respective letter of credit is evidenced by a writing (xviii) together with all Payment IntangiblesAccounts, Chattel Paper, Instruments, Deposit Accounts, General Intangibles and other obligations of any kind, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services and whether or not earned by performance, the “Receivables”; and all rights now or hereafter existing in and to all supporting obligations and in and to all security agreements, mortgages, Liens, leases, letters of credit and other contracts securing or otherwise relating to the Receivables, being the “Related Contracts”);
(xix) all Promissory NotesPermits;
(xx) all Software and computer programs and all Software and computer program licensing rights;
(xxi) all Supporting Obligations;
(xxi) all insurance claims;
(xxii) all books and records (including, without limitation, customer lists, credit files, printouts and other items, kinds computer output materials and types records) of personal property, tangible or intangible, such Assignor pertaining to any of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdictionCollateral;
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoingother tangible and intangible personal property; and
(xxiv) all Proceeds and Products products of any and all of the foregoingforegoing (all of the above, the “Collateral”), provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in, and “Collateral” shall not include, any Excluded Asset.
(b) The security interest of the Collateral Trustee under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) Notwithstanding anything to the contrary contained in this Section 1.1 or elsewhere in this Agreement, each Assignor and the Collateral Trustee (on behalf of the Secured Parties) acknowledges and agrees that:
(i) the security interest granted pursuant to this Agreement (including pursuant to this Section 1.1) to the Collateral Trustee for the benefit of the Secured Parties is subject to the lien priorities set forth in the Intercreditor Agreement, including, without limitation, Section 2.01 thereof; and
(ii) the security interests of the ABL Collateral Agent on behalf of the holders of ABL Debt Obligations in the Collateral constitute security interests separate and apart (and of a different class and claim) from the security interests of the Collateral Trustee on behalf of the Secured Parties in the Collateral.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured its Obligations, each Grantor Assignor does hereby pledge to assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent, for the benefit of the Secured Creditors, a continuing security interest in all of the right, title and interest of such Grantor Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each Grantor, case whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):acquired:
(i) all Accounts, including, without limitation, each and every Account ReceivableAccount;
(ii) all Goodscash;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all EquipmentChattel Paper (including without limitation all Tangible Chattel Paper and all Electronic Chattel Paper);
(v) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, including, but not limited to, the Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash and other property held therein or credited thereto;
(xi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all Minerals;
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xv) all Commercial Tort Claims;
(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Intellectual Investment Property;
(xvii) all letters of credit and Letter-of-Credit RightsRights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Payment IntangiblesMarks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(xix) all Promissory NotesPatents;
(xx) all Supporting ObligationsPermits;
(xxi) all insurance claimsSoftware and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;Supporting Obligations; and
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxiv) all Proceeds and Products products of any and all of the foregoingforegoing (all of the above, the "Collateral").
(b) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
(c) Notwithstanding clauses (a) and (b) of this Section 1.1, the payment and performance of the Obligations shall not be secured by:
(i) any contract, license, permit or franchise that validly prohibits, restricts or requires the consent of a third party for the creation by such Assignor of a security interest in such contract, license, permit or franchise (or in any rights or property obtained by such Assignor under such contract, license, permit or franchise) except to the extent provided by Sections 9-406, 9- 407, 9-408 and 9-409 of the UCC;
(ii) any rights or property to the extent that any valid and enforceable law, statute or regulation applicable to such rights or property prohibits, restricts or requires the consent of a third party for the creation of a security interest therein except to the extent provided by Sections 9-406, 9-407, 9-408 and 9-409 of the UCC, provided, that, notwithstanding the foregoing in this subsection 1.1(c), any such contract, license, permit, franchise, rights and property described above shall be excluded from the Collateral only to the extent and for so long as such prohibition, restriction or third party consent requirement continues validly to prohibit, restrict or require the consent of a third party for the creation of such security interest, and upon the expiration, termination or other lifting of such prohibition, restriction or third party consent requirement, the contracts, licenses, permits, franchises, rights and properties and the rights therein shall automatically be included in the Collateral, without further action on the part of any Assignor, the Collateral Agent or any other Secured Creditor.
Appears in 1 contract
Sources: Security Agreement (Dominos Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured its Obligations, each Grantor Assignor does hereby pledge to assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent, for the benefit of the Secured Creditors, a continuing security interest in all of the right, title and interest of such Grantor Assignor in, to and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each Grantor, case whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, the “Collateral”):acquired:
(i) all Accounts, including, without limitation, each and every Account ReceivableAccount;
(ii) all Goodscash;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Equipment;
Chattel Paper (v) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, including, but not limited to, the Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash and other property held therein or credited thereto;
(xi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all MineralsTangible Chattel Paper and all Electronic Chattel Paper);
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xvv) all Commercial Tort Claims;
(vi) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including but not limited to Domain Names and Trade Secret Rights;
(vii) all Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Assignor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Intellectual Investment Property;
(xvii) all letters of credit and Letter-of-Credit RightsRights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Payment IntangiblesMarks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;
(xix) all Promissory NotesPatents;
(xx) all Supporting ObligationsPermits;
(xxi) all insurance claimsSoftware and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;Supporting Obligations; and
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxiv) all Proceeds and Products products of any and all of the foregoingforegoing (all of the above, the “Collateral”); provided that, notwithstanding anything to the contrary contained in this Agreement, the term “Collateral” as used herein shall not include (x) any Limited Liability Company Interests (as defined in the Pledge Agreement), Partnership Interests (as defined in the Pledge Agreement), or Vitritek Interests (as defined in the Pledge Agreement) unless, and in such case only to the extent that, such Limited Liability Company Interests, Partnership Interests and/or Vitritek Interests are included in the definition of “Collateral” as such term is defined in the Pledge Agreement or (y) any of the Assignors’ rights in any of the following Patents: U.S. Patent Numbers 5,851,246; 5,656,044; 5,584,255 and 5,425,792 (collectively, the “Subject Patents”), to the extent that (and only for so long as) any agreement among any Assignor and any other Person with rights to such Patents prohibits the granting of, or requires the consent of such other Person in connection with the granting of, a security interest in such Patents (any such agreement, a “Subject Patent Agreement”).
(b) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement.
Appears in 1 contract
Sources: Security Agreement (Duratek Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured Obligations, each Grantor does hereby pledge to assign and transfer unto the Administrative Collateral Agent, and does hereby pledge and grant to the Administrative Collateral Agent, for the benefit of the Secured CreditorsParties, a continuing security interest in all of the right, title and interest of such Grantor in, to and under all of the following personal property and fixtures (and all rights therein) of each such Grantor, or in which or to which such Grantor has any rights, in each case whether now existing or hereafter from time to time arising or acquired and wherever located (collectively, as listed below in this Section 1.1, the “Collateral”):
(i) all Accounts, including, without limitation, each and every Account ReceivableAccount;
(ii) all Goodscash;
(iii) the Cash Collateral Account and all Inventorymonies, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account;
(iv) all Equipment;
Chattel Paper (v) all Documents;
(vi) all Instruments;
(vii) all Chattel Paper;
(viii) all Money;
(ix) all Deposit Accounts, including, but not limited to, the Collateral Concentration Account and all Controlled Deposit Accounts, together with all monies, securities and instruments at any time deposited in any such Deposit Account or otherwise held for the credit thereof;
(x) all Securities Accounts, together with all Financial Assets credited therein from time to time, and all Financial Assets, monies, securities, cash and other property held therein or credited thereto;
(xi) all Investment Property;
(xii) all Fixtures;
(xiii) all As-Extracted Collateral, including, without limitation, all MineralsTangible Chattel Paper and all Electronic Chattel Paper);
(xiv) all General Intangibles, including, but not limited to, all Contract Rights;
(xvv) all Commercial Tort Claims;
(vi) all computer programs and Software of such Grantor and all Intellectual Property therein and all other proprietary information of such Grantor, including but not limited to Domain Names and Trade Secret Rights;
(vii) Contracts, together with all Contract Rights arising thereunder;
(viii) all Copyrights;
(ix) all Equipment;
(x) all Deposit Accounts and all other demand, deposit, time, savings, cash management, passbook and similar accounts maintained by such Grantor with any Person and all monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing;
(xi) all Documents;
(xii) all General Intangibles;
(xiii) all Goods;
(xiv) all Instruments;
(xv) all Inventory;
(xvi) all Intellectual Financial Assets and Investment Property;
(xvii) all letters of credit and Letter-of-Credit RightsRights (whether or not the respective letter of credit is evidenced by a writing);
(xviii) all Payment IntangiblesMarks, together with the registrations and right to all renewals thereof, the goodwill of the business of such Grantor symbolized by the Marks and all causes of action arising prior to or after the date hereof for infringement of any of the Marks or unfair competition regarding the same;
(xix) all Promissory NotesPatents, together with all causes of action arising prior to or after the date hereof for infringement of any of the Patents or unfair competition regarding the same;
(xx) all Supporting ObligationsPermits;
(xxi) all insurance claimsSoftware and all Software licensing rights, all writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all recorded data of any kind or nature, regardless of the medium of recording;
(xxii) all other items, kinds and types of personal property, tangible or intangible, of whatever nature, and regardless of whether the creation or perfection or effect of perfection or non-perfection of a security interest therein is governed by the UCC of any particular jurisdiction or by any other applicable treaty, convention, statute, law or regulation of any applicable jurisdiction;Supporting Obligations; and
(xxiii) all additions, modifications, alterations, improvements, upgrades, accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and
(xxiv) all Proceeds and Products products of any and all of the foregoing; provided that the Collateral shall not include any Excluded Collateral.
(b) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Grantor may acquire, or with respect to which any Grantor may obtain rights, at any time during the term of this Agreement.
Appears in 1 contract
Sources: Pledge and Security Agreement (Affinity Guest Services, LLC)