Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located: (a) all of such Grantor’s Accounts; (b) all of such Grantor’s Books; (c) all of such Grantor’s Chattel Paper; (d) all of such Grantor’s Deposit Accounts; (e) all of such Grantor’s Equipment and fixtures; (f) all of such Grantor’s General Intangibles; (g) all of such Grantor’s Inventory; (h) all of such Grantor’s Investment Related Property; (i) all of such Grantor’s Negotiable Collateral; (j) all of such Grantor’s rights in respect of Supporting Obligations; (k) all of such Grantor’s Commercial Tort Claims; (l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party; (m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 8 contracts
Sources: Security Agreement (Atrinsic, Inc.), Security Agreement (Converted Organics Inc.), Security Agreement (Ecoblu Products, Inc.)
Grant of Security. Each The Grantor hereby unconditionally grants, assigns, assigns and pledges to the Collateral Agent for its benefit and the ratable benefit of each of the Secured Party Parties, and hereby grants to the Collateral Agent for its benefit and the ratable benefit of each of the Secured Parties, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter existing or acquired or arising and wherever located:by the Grantor (the "Collateral"):
(a) all equipment in all of such its forms of the Grantor’s Accounts, wherever located, including all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related thereto (any and all of the foregoing being the "Equipment");
(b) all inventory in all of its forms of the Grantor, wherever located, including
(i) all raw materials and work in process therefor, finished goods thereof, and materials used or consumed in the manufacture or production thereof,
(ii) all goods in which the Grantor has an interest in mass or a joint or other interest or right of any kind (including goods in which the Grantor has an interest or right as consignee), and
(iii) all goods which are returned to or repossessed by the Grantor, and all accessions thereto, products thereof and documents therefor (any and all such Grantor’s Booksinventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (including tax refunds) of the Grantor, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights of the Grantor now or hereafter existing in and to all security agreements, guaranties, leases and other contracts securing or otherwise relating to any such Grantor’s Chattel Paperaccounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles being the "Receivables", and any and all such security agreements, guaranties, leases and other contracts being the "Related Contracts");
(d) all Intellectual Property Collateral of such the Grantor’s Deposit Accounts;
(e) all books, records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of such Grantor’s Equipment and fixturesthe foregoing in this Section 2.1;
(f) all of such the Grantor’s General Intangibles;'s other property and rights of every kind and description and interests therein; and
(g) all products, offspring, rents, issues, profits, returns, income and proceeds of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of and from any Secured Party;
(m) and all of the foregoing Collateral (including proceeds and products, whether tangible or intangible, of any which constitute property of the foregoingtypes described in clauses (a), including (b), (c), (d), (e) and (f), proceeds of insurance deposited from time to time in the Concentration Account, the Cash Collateral Account and in any lock boxes or Commercial Tort Claims covering or relating to any or all Lockbox Account of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insuredGrantor, and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”Collateral). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 7 contracts
Sources: Subsidiary Security Agreement (Foamex Fibers Inc), Subsidiary Security Agreement (Foamex Fibers Inc), Subsidiary Security Agreement (Foamex Fibers Inc)
Grant of Security. Each The Grantor hereby unconditionally grants, assigns, (i) confirms and acknowledges the continuance of the security interests and Liens granted under the Existing Security Agreement and (ii) assigns and pledges to the Collateral Agent for its benefit and the ratable benefit of each of the Secured Party Parties, and hereby grants to the Collateral Agent for its benefit and the ratable benefit of each of the Secured Parties, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter existing or acquired or arising and wherever located:by the Grantor (the "Collateral"):
(a) all equipment in all of such its forms of the Grantor’s Accounts, wherever located, including all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related thereto (any and all of the foregoing being the "Equipment");
(b) all Inventory of such the Grantor’s Books;
(c) all Receivables of such the Grantor’s Chattel Paper;
(d) all Intellectual Property Collateral of such the Grantor’s Deposit Accounts;
(e) all General Intangibles of such the Grantor’s Equipment and fixtures;
(f) all Commercial Tort Claims of such the Grantor’s General Intangibles;
(g) all books, records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of such Grantor’s Inventorythe foregoing in this Section 2.1;
(h) all of such the Grantor’s Investment Related Property;'s other property and rights of every kind and description and interests therein; and
(i) all products, offspring, rents, issues, profits, returns, income and Proceeds of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of and from any Secured Party;
(m) and all of the proceeds and products, whether tangible or intangible, of any foregoing Collateral (including Proceeds which constitute property of the foregoingtypes described in clauses (a), including proceeds of insurance (b), (c), (d), (e), (f), (g) and (h), Proceeds deposited from time to time in the Concentration Account, the Cash Collateral Account, and in any lock boxes or Commercial Tort Claims covering or relating to any or all Lockbox Account of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insuredGrantor, and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”Collateral). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 6 contracts
Sources: Security Agreement (Foamex International Inc), Subsidiary Security Agreement (Foamex International Inc), Subsidiary Security Agreement (Foamex International Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission.
(m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding the foregoing the term Collateral shall not include (i) any rights or interest in any contract, lease, permit, license, charter or license agreement covering personal property of a Grantor if under the terms of such contract lease, permit, license, charter or license agreement, or applicable law with respect thereto, the valid grant of a security interest or lien therein to Agent is prohibited as a matter of law or under the terms of such contract (including where the violation of any such prohibition would result in the termination of the applicable contract), lease, permit, license, charter or license agreement and such prohibition has not been or is not waived or the consent of the other party to such contract, lease, permit license, charter or license agreement has not been or is not otherwise obtained; provided, that, the foregoing exclusion shall in no way be construed (a) to apply if any described prohibition is unenforceable under Section 9-406, 9-407, or 9-408 of the Code or other applicable law, or (b) so as to limit, impair or otherwise affect Agent’s continuing security interests in and liens upon any rights or interests of a Grantor in or to monies due or to become due under any described contract, lease permit, license, charter or license agreement (including any Accounts), or (c) to limit, impair, or otherwise affect Agent’s continuing security interests in and liens upon any rights or interest of a Grantor in and to any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, license agreement, (ii) voting Stock of any CFC, solely to the extent that (x) such Stock represents more than 65% of the outstanding voting Stock of any such CFC that is a first tier Subsidiary of Parent or other Loan Party or 0% of the outstanding voting Stock of any Subsidiary of such first tier Subsidiary of Parent or other Loan Party, and (y) pledging or hypothecating more than the foregoing amount of the total outstanding voting Stock of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits of Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), or (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.
Appears in 5 contracts
Sources: Security Agreement (Oclaro, Inc.), Security Agreement (Oclaro, Inc.), Security Agreement (Oclaro, Inc.)
Grant of Security. Each The Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such the Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such the Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such the Grantor’s Accounts;
(b) all of such the Grantor’s Books;
(c) all of such the Grantor’s Chattel Paper;
(d) all of such the Grantor’s Deposit Accounts;
(e) all of such the Grantor’s Equipment and fixtures;
(f) all of such the Grantor’s General Intangibles;
(g) all of such the Grantor’s InventoryIntellectual Property;
(h) all of such the Grantor’s Inventory;
(i) all of the Grantor’s Investment Related Property;
(ij) all of such the Grantor’s Negotiable Collateral;
(jk) all of such the Grantor’s Real Property;
(l) all of the Grantor’s rights in respect of Supporting Obligations;
(km) all of such the Grantor’s Commercial Tort Claims;
(ln) all of such the Grantor’s money, cash, cash equivalents, or other assets of each such the Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;; and
(mo) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Intellectual Property, Inventory, Investment Related Property, Negotiable Collateral, Real Estate, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any the Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 4 contracts
Sources: Security Agreement (Aqua Metals, Inc.), Securities Purchase Agreement (Resonant Inc), Security Agreement (Resonant Inc)
Grant of Security. Each Grantor hereby unconditionally grantsassigns to Collateral Agent, assignsfor the ratable benefit of the Secured Parties, and pledges hereby grants to Collateral Agent, for the ratable benefit of the Secured Parties (in each Secured Party case, subject to Section 2 below with respect to any Specified New Senior Debt (as defined in the Intercreditor Agreement)) a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, title and interest in and to the following, in each case whether now owned or hereafter acquired existing, whether tangible or arising intangible, or in which such Grantor now has or hereafter acquires an interest and wherever the same may be located:, excluding, however, any of the following constituting Pledged Collateral under the Pledge Agreement and any Excluded Assets (subject to such exclusion, the “Collateral”):
(a) all equipment in all of its forms, all parts thereof and all accessions thereto (any and all such Grantor’s Accountsequipment, parts and accessions being the “Equipment”);
(b) all inventory in all of its forms, including but not limited to (i) all goods held by such Grantor for sale or lease or to be furnished under contracts of service or so leased or furnished, (ii) all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in such Grantor’s Booksbusiness, (iii) all goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind, and (iv) all goods which are returned to or repossessed by such Grantor and all accessions thereto and products thereof (collectively the “Inventory”) and all negotiable and non-negotiable documents of title (including, without limitation, documents, warehouse receipts, dock receipts and bills of lading) issued by any Person covering any Inventory (any such negotiable document of title being a “Negotiable Document of Title”);
(c) all accounts, contract rights, chattel paper, documents, instruments, letter-of-credit rights and other rights and obligations of any kind owned by or owing to such Grantor’s Chattel PaperGrantor and all rights in, to and under all security agreements, leases and other contracts securing or otherwise relating to any such accounts, contract rights, chattel paper, documents, instruments, letter-of-credit rights or other rights and obligations (but excluding, solely for the purposes of this clause (c) any items that are, or would (but for stated exclusions) constitute, Pledged Debt (as defined herein)) (subject to the foregoing exclusion, any and all such accounts, contract rights, chattel paper, documents, instruments, letter-of-credit rights and other rights and obligations being the “Accounts”, and any and all such security agreements, leases and other contracts being the “Related Contracts”);
(d) other than any payroll, employee benefits and trust/fiduciary accounts or any deposit accounts and amounts deposited therein that are subject to a securitization permitted under the Credit Agreement or otherwise subject to a permitted lien under the Credit Agreement, all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
deposit accounts, together with (i) all of amounts on deposit from time to time in such Grantor’s Negotiable Collateral;
deposit accounts and (jii) all of such Grantor’s rights interest, cash, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to in exchange for any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, foregoing (“Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.;
Appears in 4 contracts
Sources: Credit Agreement (Owens-Illinois Group Inc), Credit Agreement (Owens-Illinois Group Inc), Credit Agreement (Owens-Illinois Group Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property; provided, however, that for the avoidance of doubt (and notwithstanding anything to the contrary in the Security Documents), no Security Interest shall be granted pursuant to the Security Documents in respect of any Patents, Trademarks, Copyrights or other Intellectual Property that are the subject matter of any Intellectual Property Licenses pursuant to which the Grantor is a licensee, except to the extent that the Grantor has rights to such Patents, Trademarks, Copyrights or other Intellectual Property without consideration to, and independent of, the rights provided under the related Intellectual Property Licenses.
Appears in 4 contracts
Sources: Security Agreement (Morria Biopharmaceuticals PLC), Security Agreement (Morria Biopharmaceuticals PLC), Security Agreement (Morria Biopharmaceuticals PLC)
Grant of Security. Each Grantor hereby unconditionally grantsgrants to Collateral Agent, assignsfor the benefit of the Secured Parties, and pledges to each secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Goods, Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(h) all of such Grantor’s Documents;
(i) all of such Grantor’s Inventory;
(hj) all of such Grantor’s Investment Related Property;
(ik) all of such Grantor’s Negotiable Collateral;
(jl) all of such Grantor’s rights in respect of Supporting Obligations;
(km) all of such Grantor’s Commercial Tort Claims;
(ln) all of such Grantor’s money, cash, cash equivalents, Vehicles;
(o) all of such Grantor’s money or Cash Equivalents or other assets of each such Grantor that now or hereafter come comes into existence, whether or not in the possession, custody, or control of Collateral Agent (or its agent or designee) or any other Secured Party;; and
(mp) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Collateral Support, Deposit Accounts, Equipment, Fixtures, General Intangibles, Goods, Intellectual Property, Intellectual Property Licenses, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, Vehicles, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” also includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Collateral Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include Excluded Assets. None of the covenants or representations and warranties herein or in any other Security Documents shall be deemed to apply to any property constituting Excluded Assets.
Appears in 3 contracts
Sources: Security and Pledge Agreement (Horizon Lines, Inc.), Security and Pledge Agreement (Horizon Lines, Inc.), Security and Pledge Agreement (Horizon Lines, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each of the Secured Party Creditors, to secure the Secured Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any of the Secured Party;Creditors; and
(m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.
Appears in 3 contracts
Sources: Term Loan Credit Agreement, Revolving Credit Agreement, Term Loan Credit Agreement
Grant of Security. Each Grantor hereby unconditionally grantsAs security for the prompt and complete payment and performance in full when due (whether at stated maturity, assignsby required prepayment, and pledges declaration, acceleration, demand or otherwise, including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code) of all Obligations at any time owed or owing to each the Secured Party a separate, continuing security interest Parties (each, a “Security Interest” and, or any of them) (collectively, the “Security InterestsSecured Obligations”) ), each Grantor hereby pledges and grants to the Collateral Agent, for its benefit and for the benefit of the Secured Parties, a continuing security interest in and Lien on all assets of such Grantor (other than Real Property) its right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s BooksChattel Paper;
(c) all of such Grantor’s Chattel PaperContracts, including without limitation all Trademark Licenses, Copyright Licenses, Patent Licenses and Trade Secret Licenses;
(d) all of such Grantor’s Deposit AccountsDocuments;
(e) all General Intangibles, including without limitation all Intellectual Property owned by such Grantor and that portion of such Grantor’s Equipment and fixturesthe Pledged Collateral constituting General Intangibles;
(f) all of such Grantor’s General IntangiblesGoods whether tangible or intangible, wherever located, including without limitation all Inventory, Equipment, Fixtures and Money;
(g) all Instruments, including without limitation that portion of such Grantor’s Inventorythe Pledged Collateral constituting Instruments;
(h) all of such Grantor’s Investment Related Propertycash and Deposit Accounts;
(i) all of such Grantor’s Negotiable CollateralInsurance;
(j) all Investment Property, including without limitation that portion of such Grantor’s rights in respect of Supporting Obligationsthe Pledged Collateral constituting Investment Property;
(k) all of such Grantor’s Commercial Tort ClaimsAccounts Receivable;
(l) all of such Grantor’s moneyPledged Stock, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyPledged Partnership Interests and Pledged LLC Interests;
(m) all books and Records;
(n) all Money or other property of the proceeds any kind which is received by such Grantor in connection with refunds with respect to taxes, assessments and productsgovernmental charges imposed on such Grantor or any of its property or income;
(o) all causes of action and all Money and other property of any kind received therefrom, whether tangible or intangible, and all Money and other property of any kind recovered by any Grantor;
(p) all Collateral Support and Supporting Obligations relating to any of the foregoing; and
(q) all Proceeds of each of the foregoing and all accessions to, including proceeds substitutions and replacements for and rents, profits and products of insurance or Commercial Tort Claims covering or relating to in respect of any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition Proceeds of any of the foregoinginsurance, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity warranty or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertyforegoing.
Appears in 3 contracts
Sources: Revolving Credit and Guaranty Agreement (Blue Apron Holdings, Inc.), Revolving Credit and Guaranty Agreement (Blue Apron Holdings, Inc.), Revolving Credit and Guaranty Agreement (Blue Apron Holdings, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a “hereinafter referred to as the "Security Interest” and, collectively, the “Security Interests”") in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the "Collateral"):
(a) all of such Grantor’s 's Accounts;
(b) all of such Grantor’s Books's Inventory;
(c) all of such Grantor’s 's Instruments, Chattel Paper (including all tangible and electronic Chattel Paper) and other contracts, in each case to the extent governing, evidencing, substituting for, arising from or constituting proceeds of any Accounts, other Receivables, Inventory, or other assets described in any other clause of this Section 3 and constituting Collateral;
(d) all of such Grantor’s 's Deposit Accounts (other than Escrow/Trust Accounts, Governmental Authority Obligation Accounts and Non-Loan Party Proceeds Accounts), money and Cash Equivalents;
(e) all of such Grantor’s Equipment 's contracts, documents of title, and fixturesother documents that evidence the ownership of, right to receive or possess, or that otherwise relate to, any Accounts, other Receivables, Inventory, or other assets described in any other clause of this Section 3 and constituting Collateral, including contracts, documents of title, and other documents that relate to the acquisition of, or sale or other disposition of, any Inventory, and all contracts, documents of title, or other documents that arise from or constitute proceeds of Accounts, other Receivables, Inventory, or other assets described in any other clause of this Section 3 and constituting Collateral;
(f) all guaranties, contracts of such Grantor’s General Intangiblessuretyship, insurance, letters of credit, letter-of-credit rights, security and other credit enhancements (including repurchase agreements), and supporting obligations, in each case in respect and only in respect of the Accounts, other Receivables, Inventory, or other assets described in any other clause of this Section 3 and constituting Collateral, including (i) rights of stoppage in transit, replevin, repossession, reclamation, and other rights and remedies of an unpaid vendor, and (ii) deposits by and property of Account Debtors or other persons securing the obligations of Account Debtors in respect of Accounts or other Receivables;
(g) all General Intangibles (other than Intellectual Property) to the extent arising from, relating to, or constituting proceeds of such Grantor’s Inventoryany Accounts, other Receivables, Inventory or other assets described in any other clause of this Section 3 and constituting Collateral;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or 's other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured other member of the Lender Group to the extent arising from, relating to, or constituting proceeds of, any Accounts, other Receivables, Inventory or other assets described in any other clause of this Section 3 and constituting Collateral;
(i) all Investment Property (including securities, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts, or commodity accounts but excluding all Margin Stock issued by any Affiliate or Subsidiary of any Loan Party) and all monies, credit balances, deposits, and other property of any Grantor now or hereafter held, or received by, or in transit to, Agent (or its agent or designee) or any other member of the Lender Group, any bank, securities intermediary, depository, or other institution from or for the account of any Grantor, whether for safekeeping, pledge, custody, transmission, collection, or otherwise, in each case, to the extent arising from or constituting proceeds of Accounts, other Receivables, Inventory, or other assets described in any other clause of this Section 3 and constituting Collateral;
(j) all claims under policies of casualty insurance and all proceeds of casualty insurance, in each case, payable by reason of loss or damage to any, Accounts, other Receivables, Inventory or other assets described in any other clause of this Section 3 and constituting Collateral and all proceeds of casualty insurance;
(k) to the extent not otherwise described above, all Receivables;
(l) all Books evidencing, relating to, or referring to any of the foregoing and
(m) all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “"Proceeds”"). Without limiting For the generality avoidance of the foregoingdoubt, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds Collateral shall not include the Equity Interests of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any those Subsidiaries of Worldwide that have been pledged as collateral for the Investment Related PropertyNotes Debt.
Appears in 3 contracts
Sources: Guaranty and Security Agreement (Kronos Worldwide Inc), Guaranty and Security Agreement (Nl Industries Inc), Guaranty and Security Agreement (Kronos Worldwide Inc)
Grant of Security. Each The Grantor hereby unconditionally grants, assigns, and pledges to each the Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such the Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such the Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such the Grantor’s Accounts;
(b) all of such the Grantor’s Books;
(c) all of such the Grantor’s Chattel Paper;
(d) all of such the Grantor’s Deposit Accounts;
(e) all of such the Grantor’s Equipment and fixtures;
(f) all of such the Grantor’s General Intangibles;
(g) all of such the Grantor’s InventoryIntellectual Property;
(h) all of such the Grantor’s Inventory;
(i) all of the Grantor’s Investment Related Property;
(ij) all of such the Grantor’s Negotiable Collateral;
(jk) all of such the Grantor’s Real Property;
(l) all of the Grantor’s rights in respect of Supporting Obligations;
(km) all of such the Grantor’s Commercial Tort Claims;
(ln) all of such the Grantor’s money, cash, cash equivalents, or other assets of each such the Grantor that now or hereafter come into the possession, custody, or control of any the Secured Party;; and
(mo) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Intellectual Property, Inventory, Investment Related Property, Negotiable Collateral, Real Estate, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any the Grantor or any the Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 3 contracts
Sources: Exchange Agreement (Resonant Inc), Security Agreement (Resonant Inc), Security Agreement (Resonant Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, assigns and pledges to each the Secured Party Party, and hereby grants to the Secured Party, to secure the Secured Obligations, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of the following, whether now or hereafter existing or acquired by such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”)):
(a) the Collateral Account;
(b) all Commercial Tort Claims;
(c) all Computer Hardware and Software Collateral;
(d) all Contracts, together with any Contract Rights arising thereunder;
(e) all Deposit Accounts;
(f) all Equipment;
(g) all Fixtures;
(h) all Intellectual Property Collateral;
(i) all Inventory;
(j) all Investment Property;
(k) all Letter of Credit Rights;
(l) all Receivables;
(m) all Securities Accounts;
(n) all Supporting Obligations;
(o) all other Goods, Chattel Paper, Documents, Instruments (including, without limitation, such Grantor’s right, titlePromissory Notes), and interest in General Intangibles (including, without limitation, Payment Intangibles and to the following, whether tax refunds) of such Grantor now owned or hereafter acquired or arising and wherever located:existing;
(ap) all books, records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing in this Section 2.1;
(q) all of such Grantor’s Accounts;other personal property and rights of every kind and description and interests therein; and
(br) all products and Proceeds of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of from any Secured Party;
(m) and all of the proceeds and products, whether tangible or intangible, of any foregoing Collateral (including Proceeds which constitute property of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award types described in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, clauses (a) through (q) and, to the extent not otherwise included, all payments under insurance which such Grantor is entitled to receive (whether or not the Secured Party is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (Collateral. Notwithstanding anything herein to the “Proceeds”). Without limiting contrary, in no event shall the generality Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of such Grantor’s rights or interests in any license, contract or agreement to which such Grantor is a party or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the express terms of such license, contract or agreement or otherwise, result in a breach of the foregoingterms of, or constitute a default under such license, contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9407(a) or 9408(a) of the U.C.C. or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that immediately upon the ineffectiveness, waiver, lapse or termination of any such provision, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntaryCollateral shall include, and includes proceeds of any indemnity or guaranty payable to any such Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertyshall have granted a security interest in, all such rights and interests as if such provision had never been in effect.
Appears in 3 contracts
Sources: Senior Secured Credit Agreement (Surebeam Corp), Senior Secured Credit Agreement (Titan Corp), Senior Secured Credit Agreement (Surebeam Corp)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(il) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral;
(jn) all of such Grantor’s rights in respect Pledged Interests (including all of Supporting Obligationssuch Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(ko) all of such Grantor’s Commercial Tort ClaimsSecurities Accounts;
(lp) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.
Appears in 3 contracts
Sources: Guaranty and Security Agreement (Unifi Inc), Guaranty and Security Agreement (Asure Software Inc), Guaranty and Security Agreement (Unifi Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns to Secured Party, and pledges hereby grants to each Secured Party a separate, continuing security interest (eachin, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in and to the following, in each case whether now owned or hereafter acquired existing or arising in which Grantor now has or hereafter acquires an interest and wherever located:the same may be located (the "Collateral"):
(a) all equipment in all of its forms (including, but not limited to, all machinery, all computers, all data processing, computer or office equipment, all furniture and all trucks and other vehicles), all parts thereof and all accessions thereto (any and all such Grantor’s Accountsequipment, parts and accessions being the "Equipment");
(b) all inventory in all of its forms (including, but not limited to, (i) all goods held by such Grantor for sale or lease or to be furnished under contracts of service or so leased or furnished, (ii) all raw materials, work in process, finished goods, samples, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in such Grantor’s Books's business, (iii) all goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind, and (iv) all goods which are returned to or repossessed by such Grantor) and all accessions thereto and products thereof (all such inventory, accessions and products being the "Inventory") and all negotiable and non-negotiable documents of title (including without limitation warehouse receipts, dock receipts and bills of lading) issued by any Person covering any Inventory (any such negotiable document of title being a "Negotiable Document of Title");
(c) all accounts, contract rights, chattel paper, documents, instruments, general intangibles and other rights and obligations of any kind owned by or owing to such Grantor’s Chattel PaperGrantor and all rights in, to and under all security agreements, leases and other contracts securing or otherwise relating to any such accounts, contract rights, chattel paper, documents, instruments, general intangibles or other obligations (any and all such accounts, contract rights, chattel paper, documents, instruments, general intangibles and other obligations being the "Accounts", and any and all such security agreements, leases and other contracts being the "Related Contracts");
(d) all agreements to which such Grantor is a party, including without limitation those listed in Schedule 1(d) annexed hereto, as each such agreement may be amended, restated, supplemented or otherwise modified from time to time (said agreements, as so amended, restated, supplemented or otherwise modified, being referred to herein individually as an "Assigned Agreement" and collectively as the "Assigned Agreements"), including, without limitation, (i) all rights of such Grantor’s Deposit AccountsGrantor to receive moneys due or to become due under or pursuant to the Assigned Agreements, (ii) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) all claims of such Grantor for damages arising out of any breach of or default under the Assigned Agreements, and (iv) all rights of such Grantor to terminate, amend, supplement, modify or exercise rights or options under the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder;
(e) all of such Grantor’s Equipment cash, money, currency and fixturesdeposit accounts, including without limitation demand, time, savings, passbooks or similar accounts maintained with Lenders or other banks, savings and loan associations or other financial institutions;
(f) all of trademarks, trademark applications, trade names, trade secrets, trade dress, service marks, business names, patents, patent applications, licenses, copyrights and copyright applications owned by such Grantor’s General Intangibles, and all goodwill associated with any of the foregoing;
(g) to the extent not included in any other paragraph of this Section 1, all of such Grantor’s Inventoryother general intangibles (including without limitation unpatented formulas, recipes, manufacturing methods and processes, inventions, discoveries, tax refunds, rights to payment or performance, choses in action and judgments taken on any rights or claims included in the Collateral);
(h) all of such Grantor’s Investment Related Propertyplant fixtures, business fixtures and other fixtures and storage and office facilities, and all accessions thereto and products thereof;
(i) all books, records, ledger cards, files, sales records, sales and promotional data, invoices, product specifications, drawings, advertising materials, customer lists, cost and pricing information, supplier lists, business plans, catalogs, quality control manuals, blueprints, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to any of such Grantor’s Negotiable Collateral;the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and
(j) all proceeds, products, rents and profits of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of from any Secured Party;
(m) and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, foregoing Collateral and, to the extent not otherwise included, all payments under insurance (whether or not Secured Party is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”)Collateral. Without limiting the generality For purposes of the foregoingthis Agreement, the term “Proceeds” "proceeds" includes whatever is receivable or received when Investment Related Property Collateral or proceeds are sold, exchanged, collected, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 3 contracts
Sources: Credit Agreement (Aurora Foods Inc /Md/), Credit Agreement (Aurora Foods Inc /De/), Credit Agreement (MBW Foods Inc)
Grant of Security. Each The Grantor hereby unconditionally grants, assigns, assigns and pledges to each the Secured Party Party, and hereby grants to the Secured Party, to secure the Secured Obligations, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter existing or acquired or arising and wherever located:by the Grantor (the “Collateral”):
(a) all of such Grantor’s Accountsthe Collateral Account;
(b) all of such Grantor’s BooksCommercial Tort Claims;
(c) all of such Grantor’s Chattel PaperComputer Hardware and Software Collateral;
(d) all of such Grantor’s Deposit AccountsContracts, together with any Contract Rights arising thereunder;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s General IntangiblesEquipment;
(g) all of such Grantor’s InventoryFixtures;
(h) all of such Grantor’s Investment Related PropertyIntellectual Property Collateral;
(i) all of such Grantor’s Negotiable CollateralInventory;
(j) all of such Grantor’s rights in respect of Supporting ObligationsInvestment Property;
(k) all Letter of such Grantor’s Commercial Tort ClaimsCredit Rights;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyReceivables;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or Securities Accounts;
(n) all of the foregoing, and any and Supporting Obligations;
(o) all Accounts, Booksother Goods, Chattel Paper, Deposit AccountsDocuments, EquipmentInstruments (including, without limitation, Promissory Notes), and General IntangiblesIntangibles (including, Inventorywithout limitation, Investment Related PropertyPayment Intangibles and tax refunds) of the Grantor now or hereafter existing;
(p) all books, Negotiable Collateralrecords, Supporting Obligationswritings, moneydata bases, information and other property relating to, used or other tangible useful in connection with, evidencing, embodying, incorporating or intangible property resulting from the salereferring to, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award foregoing in condemnation with respect to any this Section 2.1;
(q) all of the foregoing, Grantor’s other personal property and rights of every kind and description and interests therein; and
(r) all products and Proceeds of and from any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, foregoing Collateral (including Proceeds which constitute property of the types described in clauses (a) through (q) and, to the extent not otherwise included, all payments under insurance which the Grantor is entitled to receive (whether or not the Secured Party is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (Collateral. Notwithstanding anything herein to the “Proceeds”). Without limiting contrary, in no event shall the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntaryCollateral include, and includes proceeds of any indemnity or guaranty payable the Grantor shall not be deemed to any Grantor or any Secured Party from time to time with respect to have granted a security interest in, any of the Investment Related PropertyGrantor’s rights or interests in any license, contract or agreement to which the Grantor is a party or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the express terms of such license, contract or agreement or otherwise, result in a breach of the terms of, or constitute a default under such license, contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9407(a) or 9408(a) of the U.C.C. or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that immediately upon the ineffectiveness, waiver, lapse or termination of any such provision, the Collateral shall include, and the Grantor shall have granted a security interest in, all such rights and interests as if such provision had never been in effect.
Appears in 3 contracts
Sources: Senior Secured Credit Agreement (Surebeam Corp), Senior Secured Credit Agreement (Titan Corp), Senior Secured Credit Agreement (Surebeam Corp)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a herein referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property, tangible or intangible, of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 3 contracts
Sources: Security Agreement (Blast Energy Services, Inc.), Security Agreement (Implant Sciences Corp), Security Agreement (Implant Sciences Corp)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);
(n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor’s Securities Accounts;
(p) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Equity Interests of any CFC, solely to the extent that (y) such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding voting Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits to Agent, the other members of the Lender Group, and the Bank Product Providers of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); or (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); or (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.
Appears in 3 contracts
Sources: Guaranty and Security Agreement (Connecture Inc), Guaranty and Security Agreement (Connecture Inc), Guaranty and Security Agreement (Ocz Technology Group Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each the Agent, for the benefit of the Secured Party Parties, a separate, continuing first priority security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (collectively, the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of the Agent or any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party the Agent from time to time with respect to any of the Investment Related Property.
Appears in 3 contracts
Sources: Security Agreement (Elephant Talk Communications Corp), Security Agreement (Ants Software Inc), Security Agreement (Ants Software Inc)
Grant of Security. Each Grantor The Borrower hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor the Borrower (other than Real Propertythe Excluded Capital Stock) whether now owned or hereafter acquired or arising and wherever located (collectively, as the “Collateral”), including, without limitation, such GrantorBorrower’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such Grantor▇▇▇▇▇▇▇▇’s AccountsPledged Interests (but not including the Excluded Capital Stock);
(b) all of such Grantor▇▇▇▇▇▇▇▇’s BooksAccounts;
(c) all of such Grantor▇▇▇▇▇▇▇▇’s Chattel PaperBooks;
(d) all of such Grantor▇▇▇▇▇▇▇▇’s Deposit AccountsChattel Paper;
(e) all of such Grantor▇▇▇▇▇▇▇▇’s Equipment and fixturesDeposit Accounts;
(f) all of such GrantorBorrower’s General IntangiblesEquipment and fixtures;
(g) all of such Grantor▇▇▇▇▇▇▇▇’s InventoryGeneral Intangibles;
(h) all of such GrantorBorrower’s Investment Related PropertyInventory;
(i) all of such Grantor▇▇▇▇▇▇▇▇’s Negotiable CollateralInvestment Related Property (but not including the Excluded Capital Stock);
(j) all of such GrantorBorrower’s Negotiable Collateral;
(k) all of such ▇▇▇▇▇▇▇▇’s rights in respect of Supporting Obligations;
(kl) all of such GrantorBorrower’s Commercial Tort Claims;
(lm) all of such GrantorBorrower’s money, cash, cash equivalents, or other assets of each such Grantor Borrower that now or hereafter come into the possession, custody, or control of any Secured Party;
(mn) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or Proceeds other tangible or intangible property resulting than Proceeds from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”)Excluded Capital Stock. Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property (other than Excluded Capital Stock) or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor the Borrower or any Secured Party from time to time with respect to any of the Investment Related PropertyProperty (other than Excluded Capital Stock).
Appears in 3 contracts
Sources: Security Agreement (Perfect Moment Ltd.), Security Agreement (Perfect Moment Ltd.), Security Agreement (Perfect Moment Ltd.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Propertyreal property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”)located, including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (collectively, the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “"Proceeds” " includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 2 contracts
Sources: Security Agreement (Workstream Inc), Security Agreement (Generex Biotechnology Corp)
Grant of Security. Each As security for the payment or performance, as the case may be, in full of the Secured Obligations (as defined below), each Grantor hereby unconditionally grants, assigns, collaterally assigns and pledges to the Collateral Agent (and its successors and permitted assigns), for the benefit of the Secured Parties, and each Grantor hereby grants to the Collateral Agent (and its successors and permitted assigns), for the benefit of the Secured Party Parties, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in and continuing lien on all assets of such Grantor (other than Real Property) Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising and wherever located (collectively, the “Collateral”):
(a) all Accounts;
(b) all cash and Cash Equivalents;
(c) all Chattel Paper;
(d) all Commercial Tort Claims set forth on Schedule IV hereto or with a claimed amount in excess of $5,000,000;
(e) all Deposit Accounts;
(f) all Documents;
(g) all Equipment;
(h) subject to Section 22 hereof, all Fixtures;
(i) all General Intangibles;
(j) all Goods;
(k) all Instruments;
(l) all Inventory;
(m) all Letter-of-Credit Rights;
(n) the following (the “Security Collateral”):
(i) all indebtedness from time to time owed to such Grantor, including, without limitation, the indebtedness set forth opposite such Grantor’s name on and otherwise described on Schedule II (as such Schedule II may be supplemented from time to time by supplements to this Agreement) (all such indebtedness being the “Pledged Debt”), and the instruments and promissory notes, if any, evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt;
(ii) all Equity Interests of any Person from time to time acquired, owned or held directly by such Grantor in any manner, including, without limitation, the Equity Interests owned or held by each Grantor set forth opposite such Grantor’s name on and otherwise described on Schedule II (as such Schedule II may be supplemented from time to time by supplements to this Agreement) (all such Equity Interests being the “Pledged Interests”), and the certificates, if any, representing such shares or units or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other Equity Interests and all warrants, rights or options issued thereon or with respect thereto; provided that, for the avoidance of doubt, such Grantor shall not be required to pledge, and the terms “Pledged Interests” and “Security Collateral” used in this Agreement shall not include, any Equity Interests that constitute Excluded Property; and
(iii) all Investment Property and all Financial Assets, and all dividends, distributions, returns of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange therefor and all warrants, rights or options issued thereon or with respect thereto;
(o) all contracts and agreements between any Grantor and one or more additional parties (including, without limitation, any Swap Contracts, licensing agreements and any partnership agreements, joint venture agreements, limited liability company agreements) and the IP Agreements (as defined below), in each case as such agreements may be amended, restated, amended and restated, supplemented or otherwise modified from time to time (collectively, the “Assigned Agreements”), including, without limitation, all rights of such Grantor’s right, title, and interest in Grantor to receive moneys due and to become due under or pursuant to the following, whether now owned or hereafter acquired or arising and wherever located:
Assigned Agreements (a) all of such Grantor’s AccountsCollateral being the “Agreement Collateral”);
(bp) all of such Grantor’s Books;
the following (ccollectively, excluding clauses (viii) all of such Grantor’s Chattel Paper;
and (dix) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;below, the “Intellectual Property Collateral”):
(i) all of such Grantor’s Negotiable Collateralpatents, patent applications, utility models, statutory invention registrations and all inventions claimed or disclosed therein and all improvements thereto (“Patents”);
(jii) all trademarks, trademark applications, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether registered or unregistered (provided that no security interest shall be granted in United States intent-to-use trademark applications prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act with respect thereto, to the extent that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such Grantor’s rights intent-to-use application under applicable federal law), together, in respect of Supporting Obligationseach case, with the goodwill symbolized thereby (“Trademarks”);
(kiii) all of such Grantor’s Commercial Tort Claimscopyrights, including, without limitation, copyrights in Computer Software (as defined below), internet websites and the content thereof, whether registered or unregistered (“Copyrights”);
(liv) all of such Grantor’s moneycomputer software, cashprograms and databases (including, cash equivalentswithout limitation, or other assets of each such Grantor that now or hereafter come into the possessionsource code, custodyobject code and all related applications and data files), or control firmware and documentation and materials relating thereto, together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any Secured Partyof the foregoing (“Computer Software”);
(mv) all confidential and proprietary information, including, without limitation, know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information, and all other intellectual, industrial and intangible property of the proceeds any type, including, without limitation, industrial designs and products, whether tangible or intangible, of mask works;
(vi) all registrations and applications for registration for any of the foregoing, including proceeds including, without limitation, those registrations and applications for registration at the U.S. Patent and Trademark Office (the “USPTO”) or the U.S. Copyright Office (the “USCO”) set forth in Schedule III hereto (as such Schedule III may be supplemented from time to time by supplements to this Agreement, each such supplement being substantially in the form of insurance Exhibit C hereto (an “IP Security Agreement Supplement”) executed by such Grantor to the Collateral Agent from time to time), together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;
(vii) all rights in the foregoing corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or Commercial Tort Claims covering or relating pertaining thereto;
(viii) all agreements granting to any Grantor, or all pursuant to which any Grantor grants to any other Person rights in any of the foregoing, and foregoing (“IP Agreements”); and
(ix) any and all Accountsclaims for damages or injunctive relief for past, Bookspresent and future infringement, Chattel Paperdilution, Deposit Accountsmisappropriation, Equipmentviolation, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, misuse or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages;
(q) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any rebates of the Collateral;
(r) all other tangible and intangible personal property of whatever nature whether or refundsnot covered by Article 9 of the UCC; and
(s) all proceeds of, whether for taxes collateral for, income, royalties and other payments now or otherwisehereafter due and payable with respect to, and Supporting Obligations relating to, any and all proceeds of any such the Collateral (including, without limitation, proceeds, or any portion thereof or interest therein, collateral and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction Supporting Obligations that constitute property of the above, whether insured or not insuredtypes described in clauses (a) through (r) of this Section 1), and, to the extent not otherwise included, all payments under insurance covering any Collateral (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.Collateral;
Appears in 2 contracts
Sources: First Lien Security Agreement (ZoomInfo Technologies Inc.), Second Lien Security Agreement (ZoomInfo Technologies Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(il) all of such Grantor’s Intellectual Property and, to the extent assignable, Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral;
(jn) all of such Grantor’s rights in respect Pledged Interests (including all of Supporting Obligationssuch Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(ko) all of such Grantor’s Commercial Tort ClaimsSecurities Accounts;
(lp) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.
Appears in 2 contracts
Sources: Guaranty and Security Agreement (Q2 Holdings, Inc.), Guaranty and Security Agreement (Q2 Holdings, Inc.)
Grant of Security. Each (a) As security for the payment or performance, as applicable, in full of the Secured Obligations, each Grantor hereby unconditionally grantsbargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and pledges transfers to each the Administrative Agent (and its successors and assigns), for the ratable benefit of the Secured Party Parties, and hereby grants to the Administrative Agent (and its successors and assigns), for the ratable benefit of the Secured Parties, a separate, continuing security interest (each, a the “Security Interest” and, collectively, the “Security Interests”) in in, all assets personal property and fixtures of such Grantor (other than Real Property) Grantor, including all of such Grantor’s right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, all of which being hereinafter collectively referred to as the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;):
(i) all Accounts,
(ii) all Cash Collateral Accounts, Securities Accounts and all Deposit Accounts, (iii) all Chattel Paper,
(iv) all Commercial Tort Claims listed on Schedule 3.7,
(v) all Documents,
(vi) all Equipment,
(vii) all General Intangibles, (viii) all Goods,
(ix) all Instruments, (x) all Insurance,
(xi) all Intellectual Property,
(xii) all Inventory,
(xiii) all Investment-Related Property, including all Pledged Collateral and all Blocked Accounts,
(xiv) all Letter-of-Credit Rights,
(xv) all Proceeds of Authorizations and, subject to the provisions of Section 1.3(c), all Authorizations and the goodwill associated with all Authorizations,
(xvi) all Receivables and Receivables Records,
(xvii) all other goods and other personal property of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, including all “money” as defined in Article 9 of the UCC,
(xviii) to the extent not otherwise included in clauses (i) through (xvii) of this Section, all Collateral Records, Collateral Support and Supporting Obligations in respect of any of the foregoing,
(xix) to the extent not otherwise included in clauses (i) through (xviii) of this Section, all other property in which a security interest may be granted under the UCC or which may be delivered to and held by the Administrative Agent pursuant to the terms hereof (including proceeds of insurance or Commercial Tort Claims covering or relating the account referred to any or all of the foregoing, and any in Section 3.4(c)(ii) and all Accountsfunds and other property from time to time therein or credited thereto), Booksand
(xx) to the extent not otherwise included in clauses (i) through (xix) of this Section, Chattel Paperall Proceeds, Deposit Accountsproducts, Equipmentsubstitutions, General Intangiblesaccessions, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, rents and profits of or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition in respect of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 2 contracts
Sources: Security Agreement (Virtus Investment Partners, Inc.), Security Agreement (Virtus Investment Partners, Inc.)
Grant of Security. Each The Grantor hereby unconditionally grants, assigns, and pledges to Collateral Agent on behalf of each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such the Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such the Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such the Grantor’s Accounts;
(b) all of such the Grantor’s Books;
(c) all of such the Grantor’s Chattel Paper;
(d) all of such the Grantor’s Deposit Accounts;
(e) all of such the Grantor’s Equipment and fixtures;
(f) all of such the Grantor’s General Intangibles;
(g) all of such the Grantor’s InventoryIntellectual Property;
(h) all of such the Grantor’s Inventory;
(i) all of the Grantor’s Investment Related Property;
(ij) all of such the Grantor’s Negotiable Collateral;
(jk) all of such the Grantor’s Real Property;
(l) all of the Grantor’s rights in respect of Supporting Obligations;
(km) all of such the Grantor’s Commercial Tort Claims;
(ln) all of such the Grantor’s money, cash, cash equivalents, or other assets of each such the Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;; and
(mo) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Intellectual Property, Inventory, Investment Related Property, Negotiable Collateral, Real Estate, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any the Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 2 contracts
Sources: Security Agreement (Resonant Inc), Securities Purchase Agreement (Resonant Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Stock of any CFC, solely to the extent that (A) such Stock represents more than 65% of the outstanding voting Stock of such CFC, and (B) pledging or hypothecating more than 65% of the total outstanding voting Stock of such CFC would result in material adverse tax consequences; or (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Stock (including any Accounts or Stock), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Stock); (iii) the Excluded Collateral; or (iv) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.
Appears in 2 contracts
Sources: Security Agreement (Dixie Group Inc), Security Agreement (Dixie Group Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);
(n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor’s Securities Accounts;
(p) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Equity Interests of any CFC, solely to the extent that (y) such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding voting Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent, the other members of the Lender Group, and the Bank Product Providers of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); or (ii) the Equity Interests and Investment Property of any Subsidiary or Portfolio Company of @Ventures, or (iii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (iii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i), (ii) and (iii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); or (iv) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.
Appears in 2 contracts
Sources: Guaranty and Security Agreement, Guaranty and Security Agreement (ModusLink Global Solutions Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Party Parties, and hereby grants to the Administrative Agent for the ratable benefit of each of the Secured Parties, to secure the Secured Obligations, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter existing or acquired or arising and wherever located:by such Grantor (the “Collateral”):
(a) all of such Grantor’s Accountsthe Collateral Account;
(b) all of such Grantor’s BooksComputer Hardware and Software Collateral;
(c) all of such Grantor’s Chattel PaperAll Contracts, together with any Contract Rights arising thereunder;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixturesEquipment;
(f) all of such Grantor’s General IntangiblesIntellectual Property Collateral;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable CollateralReceivables;
(j) all of such Grantor’s rights in respect of Supporting ObligationsSecurities Accounts;
(k) all other Goods, Chattel Paper, Documents, Instruments, and General Intangibles of such Grantor’s Commercial Tort Claims;
(l) all books, records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Partyforegoing in this Section 2.1;
(m) all of the proceeds such Grantor’s other property and rights of every kind and description and interests therein; and
(n) all products, whether tangible or intangibleoffspring, of any of the foregoingrents, including issues, profits, returns, income and proceeds of insurance or Commercial Tort Claims covering or relating to and from any or and all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible foregoing Collateral (including proceeds which constitute property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoingtypes described in clauses (a), the proceeds of any award in condemnation with respect to any of the foregoing(b), any rebates or refunds(c), whether for taxes or otherwise(d), (e), (f), (g), (h) and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, (i) and, to the extent not otherwise included, all payments under insurance which such Grantor is entitled to receive (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”Collateral). Without limiting Notwithstanding anything herein to the generality contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of such Grantor's rights or interests in any license, contract or agreement to which such Grantor is a party or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the express terms of such license, contract or agreement or otherwise, result in a breach of the foregoingterms of, or constitute a default under such license, contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-318(4) of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that immediately upon the ineffectiveness, waiver, lapse or termination of any such provision, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntaryCollateral shall include, and includes proceeds of any indemnity or guaranty payable to any such Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertyshall have granted a security interest in, all such rights and interests as if such provision had never been in effect.
Appears in 2 contracts
Sources: Security Agreement, Security Agreement (Titan Corp)
Grant of Security. Each Grantor hereby unconditionally grantsgrants to the Administrative Agent, assignsfor the ratable benefit of the Secured Parties, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in and to the followingfollowing property, in each case, as to each type of property described below, whether now owned or hereafter acquired or arising and by such Grantor, wherever located:, and whether now or hereafter existing or arising, subject to the proviso at the end of this Section 1 (collectively, the "Collateral"):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Bookscash and Cash Equivalents;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims (including, without limitation, the Commercial Tort Claims set forth on Schedule III hereto);
(e) the Cash Collateral Account, and all of such Grantor’s Equipment and fixturescash deposited therein from time to time;
(f) all of such Grantor’s General IntangiblesDocuments;
(g) all of such Grantor’s InventoryEquipment;
(h) all of such Grantor’s Investment Related PropertyFarm Products;
(i) all of such Grantor’s Negotiable CollateralFixtures;
(j) all of such Grantor’s rights in respect of Supporting ObligationsGeneral Intangibles;
(k) all of such Grantor’s Commercial Tort ClaimsGoods;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyInstruments;
(m) all Inventory;
(n) all Letter-of-Credit Rights;
(o) the following (the "Security Collateral"):
(i) all indebtedness evidenced by promissory notes or other instruments from time to time owed to such Grantor (the "Pledged Debt"), and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the proceeds Pledged Debt;
(ii) all Equity Interests from time to time acquired, owned or held by such Grantor in any manner (the "Pledged Equity"), including, without limitation, the Equity Interests held by each Grantor set forth opposite such Grantor's name on and productsotherwise described on Schedule II, and the certificates, if any, representing any such Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Equity Interests; provided that no Grantor shall be required to pledge, and the terms "Pledged Equity" and "Security Collateral" used in this Agreement shall not include, any Equity Interests in any Foreign Subsidiary acquired, owned or otherwise held by such Grantor which, when aggregated with all of the other shares of stock in such Foreign Subsidiary pledged by the Grantors, would result in more than 65% of the shares of stock in such Foreign Subsidiary entitled to vote (within the meaning of Treasury Regulation Section 1.956 2(c)(2) promulgated under the Code) (the "Voting Foreign Stock") being pledged to the Administrative Agent, on behalf of the Secured Parties under this Agreement, except to the extent such Equity Interests are required to be pledged hereunder pursuant to Section 6.12(a) of the Credit Agreement; provided further that all of the shares of stock or units or other Equity Interests in such Foreign Subsidiary not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Code) (the "Non-Voting Foreign Stock") shall be pledged by such Grantor; and
(iii) all other Investment Property and all Financial Assets, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange therefor and all subscription warrants, rights or options issued thereon or with respect thereto;
(p) all contracts and agreements between any Grantor and one or more additional parties (including, without limitation, any Refco Swap Contracts, licensing agreements and any partnership agreements, joint venture agreements, limited liability company agreements) and the IP Agreements (as hereinafter defined), in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the "Assigned Agreements"), including, without limitation, all rights of such Grantor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (all such Collateral being the "Agreement Collateral"); provided that such Grantor shall not be required to grant a security interest in and a lien on, and the terms "Assigned Agreements" and "Agreement Collateral" shall not include, those contracts, instruments, licenses or other documents described in clause (C) of the proviso to this Section 1;
(q) the following (collectively, the "Intellectual Property Collateral"):
(i) all patents, patent applications, utility models and statutory invention registrations, all inventions claimed or disclosed therein and all improvements thereto ("Patents");
(ii) all trademarks, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether tangible registered or intangibleunregistered (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together, in each case, with the goodwill symbolized thereby ("Trademarks");
(iii) all copyrights whether registered or unregistered ("Copyrights"), including, without limitation, copyrights in Computer Software (as hereinafter defined), internet web sites and the content thereof;
(iv) all computer software, programs and databases (including, without limitation, source code, object code and all related applications and data files), firmware and documentation and materials relating thereto, together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any of the foregoing ("Computer Software");
(v) all confidential and proprietary information, including, without limitation, confidential and proprietary know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (collectively, "Trade Secrets"), and all other intellectual, industrial and intangible property of any type, including, without limitation, industrial designs and mask works;
(vi) all registrations and applications for registration for any of the foregoing, including proceeds including, without limitation, those registrations and applications for registration set forth on Schedule V, hereto, together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;
(vii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of insurance any kind whatsoever of such Grantor accruing thereunder or Commercial Tort Claims covering or pertaining thereto;
(viii) all agreements, permits, consents, orders and franchises relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchangedevelopment, collection, use or other disposition disclosure of any of the foregoingforegoing to which such Grantor, the proceeds of now or hereafter, is a party or a beneficiary ("IP Agreements"); and
(ix) any award in condemnation and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages;
(r) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any rebates of the Collateral;
(s) all other tangible and intangible personal property of whatever nature whether or refundsnot covered by Article 9 of the UCC; and
(t) all Proceeds of, whether for taxes collateral for, income, royalties and other payments now or otherwisehereafter due and payable with respect to, and all proceeds of Supporting Obligations relating to, any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, Collateral and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative Agent is the loss payee thereof or an additional insured thereunder, as applicable), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing Collateral; provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) motor vehicles the “Proceeds”). Without limiting perfection of a security interest in which is excluded from the generality UCC in the relevant jurisdiction, (B) any Letter-of-Credit Rights to the extent any Grantor is required by applicable law to apply the Proceeds of such Letter-of-Credit Rights for a specified purpose, (C) any General Intangible, Investment Property or other rights of a Grantor arising under any contract, instrument, license or other document if (but only to the foregoingextent that) the grant of a security interest therein would constitute a violation of a valid and enforceable restriction in respect of such General Intangible, Investment Property or other rights in favor of a third party or under any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall have been obtained (for the avoidance of doubt, the term “Proceeds” includes whatever restrictions described herein are not negative pledges or similar undertakings in favor of a lender or other financial counterparty); provided that the limitation set forth in this clause (C) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is receivable or received when Investment Related Property or proceeds are soldrendered ineffective by the UCC, exchanged(D) any Deposit Accounts of a Grantor, collected(E) any Securities Accounts of a Grantor, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds (F) any leasehold interest of any indemnity or guaranty payable Grantor in any real property and (G) property subject to any Grantor Lien permitted by the Credit Agreement and securing the Customer Financings or any Secured Party from time customer accounts that are subject to time a negative pledge entered into in connection with a Customer Financing. Each Grantor shall, if requested to do so by the Administrative Agent, use commercially reasonable efforts to obtain any required consent described in clause (C) that is reasonably obtainable with respect to Collateral which the Administrative Agent reasonably determines to be material. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, the "Collateral" shall not include at any time any right, title or interest of any Regulated Subsidiary in or to any property or asset now owned or hereafter acquired by such Regulated Subsidiary, except to the extent required to be pledged hereunder pursuant to Section 6.12(a) of the Investment Related PropertyCredit Agreement; it being understood that the Equity Interests of any Regulated Subsidiary that are held directly by Holdings, the Borrower or any Restricted Subsidiary that is not a Foreign Subsidiary or a Regulated Subsidiary shall constitute "Collateral" hereunder, subject to the proviso set forth in clause (o)(ii) of this Section 1.
Appears in 2 contracts
Sources: Security Agreement (Refco Information Services, LLC), Security Agreement (Refco Inc.)
Grant of Security. Each Grantor hereby unconditionally grantsAs security for the prompt and complete payment and performance in full when due (whether at stated maturity, assignsby required prepayment, and pledges declaration, acceleration, demand or otherwise, including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code) of all Obligations at any time owed or owing to each the Secured Party a separate, continuing security interest Parties (each, a “Security Interest” and, or any of them) (collectively, the “Security InterestsSecured Obligations”) ), each Grantor hereby pledges and grants to the Collateral Agent, for its benefit and for the benefit of the Secured Parties, a continuing security interest in and Lien on all assets of such Grantor (other than Real Property) its right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s BooksChattel Paper;
(c) all of such Grantor’s Chattel PaperContracts;
(d) all of such Grantor’s Deposit AccountsDocuments;
(e) all General Intangibles, including without limitation all Intellectual Property owned by such Grantor and that portion of such Grantor’s Equipment and fixturesthe Pledged Collateral constituting General Intangibles;
(f) all of such Grantor’s General IntangiblesGoods whether tangible or intangible, wherever located, including without limitation all Inventory, Equipment, Fixtures, and Money;
(g) all Instruments, including without limitation that portion of such Grantor’s Inventorythe Pledged Collateral constituting Instruments;
(h) all of such Grantor’s Investment Related Propertycash and Deposit Accounts, including without limitation all Cash Collateral Accounts constituting Deposit Accounts;
(i) all of such Grantor’s Negotiable CollateralInsurance;
(j) all Investment Property, including without limitation all Control Accounts, all Cash Collateral Accounts constituting Investment Property and that portion of such Grantor’s rights in respect of Supporting Obligationsthe Pledged Collateral constituting Investment Property;
(k) all of such Grantor’s Commercial Tort ClaimsAccounts Receivable;
(l) all of such Grantor’s moneyPledged Stock, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyPledged Partnership Interests and Pledged LLC Interests;
(m) all books and Records;
(n) all Money or other property of the proceeds any kind which is received by such Grantor in connection with refunds with respect to taxes, assessments and productsgovernmental charges imposed on such Grantor or any of its property or income;
(o) all causes of action and all Money and other property of any kind received therefrom, whether tangible or intangible, and all Money and other property of any kind recovered by any Grantor;
(p) all Collateral Support and Supporting Obligations relating to any of the foregoing; and
(q) all Proceeds of each of the foregoing and all accessions to, including proceeds substitutions and replacements for and rents, profits and products of insurance or Commercial Tort Claims covering or relating to in respect of any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition Proceeds of any of the foregoinginsurance, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity warranty or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertyforegoing.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Cypress Semiconductor Corp /De/), Pledge and Security Agreement (Cypress Semiconductor Corp /De/)
Grant of Security. Each The Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party the Collateral Agent a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all personal property assets of such the Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such the Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such the Grantor’s Accounts;
(b) all of such the Grantor’s Books;
(c) all of such the Grantor’s Chattel Paper;
(d) all of such the Grantor’s Deposit Accounts;
(e) all of such the Grantor’s Equipment and fixtures;
(f) all of such the Grantor’s General Intangibles;
(g) all of such the Grantor’s InventoryIntellectual Property;
(h) all of such the Grantor’s Inventory;
(i) all of the Grantor’s Investment Related Property;
(ij) all of such the Grantor’s Negotiable Collateral;
(jk) all of such the Grantor’s rights in respect of Supporting Obligations;
(kl) all of such the Grantor’s Commercial Tort Claims;
(lm) all of such the Grantor’s money, cash, cash equivalents, or other assets of each such the Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) ; and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Intellectual Property, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any the Grantor or any Secured Party from time to time with respect to any of the Investment Related Property. Notwithstanding the foregoing, the Collateral shall not include (i) the Stock of any first-tier Foreign Subsidiary in excess of 65% of the aggregate outstanding voting Stock of such first-tier Foreign Subsidiary or (ii) any Stock of any Foreign Subsidiary that is not a first-tier Foreign Subsidiary.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Atomera Inc), Security Agreement (Atomera Inc)
Grant of Security. Each As security for the performance of Grantor’s and BioDelivery’s obligations pursuant to the terms of the Development Agreement, Grantor does hereby unconditionally grantsassign, assignstransfer, pledge, and pledges hypothecate unto Secured Party, and does hereby grant to each Secured Party Party, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) of first priority in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, title and interest in and to all of the following, whether now owned or hereafter existing or acquired or arising by the Grantor, in each case as they relate exclusively to and wherever located:are used exclusively in connection with the Product (the “Collateral”):
(a) all Goods, including (i) all equipment in all of its forms of the Grantor, wherever located, including all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor (any and all of the foregoing being the “Equipment”); and (ii) all inventory of Product, active pharmaceutical ingredient, and all other components and raw materials used in the manufacture or supply of Product, in all of its forms of the Grantor, wherever located, and all accessions thereto, products thereof and documents therefor (any and all such inventory, materials, goods, accessions, products and documents being the “Inventory”); provided, however, that any Equipment or Inventory purchased by the Grantor by installment sale or leased by the Grantor’s Accounts, which is subject to a specific purchase money lien, shall be permitted and such purchase money lien shall be a permitted lien senior to the liens created by this Agreement and the lien created by this Agreement shall be junior to such purchase money lien;
(b) all of such Accounts, contracts, contract rights, chattel paper (whether tangible or electronic), documents, instruments and general intangibles relating to the Product or the sale thereof (including payment intangibles and software), rental agreements, or any part thereof including, but not limited to the Grantor’s Booksright to receive, either directly or indirectly, from any Person, any rents or other payments due and payable under such agreements of the Grantor, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights of the Grantor now or hereafter existing in and to all security agreements, guaranties, leases and other contracts securing or otherwise relating to any such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles being the “Receivables”, and any and all such security agreements, guaranties, leases and other contracts being the “Related Contracts”);
(c) all Intellectual Property Collateral of such Grantor’s Chattel Paperthe Grantor and all investment property;
(d) all books and records relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of such Grantor’s Deposit Accountsthe foregoing in this Section 2.2, including without limitation, any and all data, reports, studies, analysis or similar items related to the development and commercialization of the Product;
(e) all of such Grantor’s Equipment and fixturesDocuments relating to the Product;
(f) all instruments (including promissory notes), rights to the payment of such Grantor’s General Intangiblesmoney, insurance refund claims and all other insurance claims, commercial tort claims, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) and supporting obligations relating to the Product;
(g) all of such the Grantor’s Inventoryother personal property and rights of every kind and description and interests therein related to the Product;
(h) All Investigational New Drug Applications and New Drug Applications related to the Product filed with the FDA pursuant to the Federal Drug and Cosmetic Act (21 U.S.C. Section 321, et seq.), and the rules and regulations contemplated thereunder, and any and all governmental approvals necessary or useful for the development, use and sale of such Grantor’s Investment Related Property;the Product; and
(i) all products, rents, issues, profits, returns, income and proceeds of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of and from any Secured Party;
(m) and all of the foregoing Collateral (including proceeds and products, whether tangible or intangible, of any which constitute property of the foregoingtypes described in clauses (a), including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing(b), (c), (d), (e), (f), (g) and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the (h) above, whether insured or not insured), and, to the extent not otherwise included, all payments under insurance (whether or not Secured Party is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”Collateral). Without limiting Notwithstanding anything herein to the generality contrary, the Collateral shall exclude (i) the Grantor’s rights under contracts and agreements which by their terms prohibit the granting of a security interest therein or assignment thereof (except to the extent such prohibitions are ineffective under Sections 9-406, 9-407, 9-408 and 9-409 of the foregoing, U.C.C. or other applicable law)and (ii) all of Grantor’s assets not exclusively related to or used exclusively in connection with the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related PropertyProduct.
Appears in 2 contracts
Sources: Security Agreement, Security Agreement (Biodelivery Sciences International Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each the Collateral Agent, for the benefit of the Secured Party Parties, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”, subject to the succeeding paragraph):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s interest with respect to any Deposit AccountsAccount;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s interest with respect to any Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of the Collateral Agent or any Secured Party;; and
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims commercial tort claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoingproperty of the Grantors, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing Collateral (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party the Collateral Agent from time to time with respect to any of the Investment Related Property. Notwithstanding any of the other provisions set forth in this Section 2 to the contrary, the term Collateral and the terms set forth in this Section 2 defining the components of Collateral (and the defined terms which such components directly or indirectly comprise in turn) shall not include, and this Agreement shall not constitute a grant of a security interest in (i) any intent-to-use United States trademark application for which an amendment to allege use or statement of use has not been filed and accepted by the United States Patent and Trademark Office (provided that each such intent-to-use application shall be considered Collateral immediately and automatically upon such filing and acceptance), (ii) any instrument, Investment Related Property (to the extent issued by or pertaining to a Person other than a Grantor or a Subsidiary thereof), contract, license, permit or other General Intangible which by its terms, or under Applicable Law, or (in the case of such Investment Related Property) by the terms of any applicable organizational document or bylaws or similar agreement, cannot be, or requires any consent (which has not been obtained) to be, pledged, transferred or assigned by Grantor, or to the extent that granting a security interest therein without a consent, waiver, or amendment (which has not been obtained) would result in a breach or default under, or give rise to a right by any party to terminate, the instrument, Investment Related Property (or applicable organizational document or bylaws or similar agreement), contract, license, permit or General Intangible (in each case after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law); provided, however, that with respect to any potential Collateral described in this clause (ii) requiring a consent, waiver or amendment prior to the effective grant of a security interest, the affected Grantor shall have used commercially reasonable efforts to obtain such consent, waiver or amendment, (iii) any FCC License or any State PUC License, or assets subject thereto, solely at such times and to the extent that a security interest in such FCC License or such State PUC License is not permitted under Applicable Law, (iv) any Equity Interests of (x) a Person formed under the laws of a jurisdiction other than the United States or any State of the United States or the District of Columbia or (y) a Person that is a “controlled foreign corporation” (or several thereof) as defined in Section 957(a) of the Code (any such Person described in clause (x) or (y), a “Foreign Stock Subsidiary”) in excess of 65% of the outstanding Equity Interests of such Foreign Stock Subsidiary and any Equity Interests of a Subsidiary of any Foreign Stock Subsidiary, (v) any property owned by any Grantor on the date hereof or hereafter acquired that is subject to a Lien securing a purchase money or capital or finance lease obligation permitted to be incurred pursuant to the Credit Agreement and the Indenture if (and in each case only for so long as) the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money, project financing or capital or finance lease obligation) prohibits the creation of any other Lien on such property, except to the extent that the term in such contract or other agreement providing for such prohibition is ineffective under Applicable Law, and (vi) any Equity Interests or other securities of any Subsidiary of a Grantor in excess of the maximum amount of such Equity Interests or securities that could be included in the Collateral without creating a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such Subsidiary to be included in filings by any direct or indirect parent of such Subsidiary with the SEC.
Appears in 2 contracts
Sources: Credit Agreement (Zayo Group LLC), Security Agreement (Zayo Group LLC)
Grant of Security. (a) Each Grantor hereby unconditionally grantsgrants to the Collateral Agent, assignsfor the benefit of the Secured Parties, and pledges to each secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) Grantor’s right, title, and interest in and to all of the following tangible and intangible property whatsoever of such Grantor, in each case, whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:):
(ai) all of such Grantor’s Accounts;
(bii) all of such Grantor’s BooksBooks and Records;
(ciii) all of such Grantor’s Chattel Paper (including Electronic Chattel Paper);
(div) all of such Grantor’s Deposit Accounts, Securities Accounts and Commodities Accounts;
(ev) all of such Grantor’s Goods, Equipment and fixturesFixtures;
(fvi) all of such Grantor’s General Intangibles;
(gvii) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(viii) all of such Grantor’s Documents;
(ix) all of such Grantor’s Inventory;
(hx) all of such Grantor▇▇▇▇▇▇▇’s Investment Related Property;
(ixi) all of such Grantor’s Negotiable Collateral;
(jxii) all of such Grantor’s rights in respect of Supporting Obligations;
(kxiii) all of such Grantor’s Commercial Tort Claims;
(lxiv) all of such ▇▇▇▇▇▇▇’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(xv) all of such Grantor’s money, cash, money or cash equivalents, equivalents or other assets of each such Grantor that now or hereafter come into existence, whether or not in the possession, custody, or control of the Collateral Agent (or its agent or designee) or any other Secured Party;; and
(mxvi) all of the proceeds Proceeds, accessions, rents, profits and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Commodities Accounts, Deposit Accounts, Securities Accounts, Equipment, Fixtures, General Intangibles, Goods, Intellectual Property, Intellectual Property Licenses, Inventory, Pledged Interests, Investment Related Property, Negotiable Collateral, Supporting Obligations, Vehicles, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Collateral Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement or any other Note Document to the contrary, (a) the term “Collateral” (and all terms defining the components of Collateral) shall not include any Excluded Property and no Liens granted hereunder shall attach to any Excluded Property unless and until such asset or property ceases to be Excluded Property, (b) no representation, warranty or covenant contained herein or in any other Note Document shall apply to Excluded Property, (c) other than as expressly required in this Agreement or the other Note Documents, no Grantor or any other Person shall be required to take any action intended to cause any Excluded Property to constitute Collateral, and (d) no Grantor or any other Person shall be required to take any action or enter into any agreement in contravention of the Collateral Requirement and all obligations herein shall be read and interpreted in a manner consistent with Applicable Insurance Laws and the limitations contained in Section 17.08 (Limitation on Remedies) and Section 19.17 (Insurance Laws) of the Indenture.
Appears in 2 contracts
Sources: Security and Pledge Agreement (Porch Group, Inc.), Subscription Agreement (Porch Group, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each Secured Party Party, to secure the payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a “Security Interest” and, collectively, hereinafter referred to as the “Security InterestsInterest ”) in all assets of such Grantor (other than Real Property) Grantor’s right, title, and interest in, to and under the following, property, in each case whether tangible or intangible, whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:):
(a) all of such Grantor’s Accounts, Receivables and Receivables Records;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Fixtures;
(h) all of such Grantor’s General Intangibles;
(gi) all of such Grantor’s Inventory;
(hj) all of such Grantor’s Investment Related Property;
(i) , including all of such Grantor’s Negotiable Collateral;
(j) Securities, all of such Grantor’s rights in Securities Accounts and all Security Entitlements with respect of Supporting Obligationsthereto and Financial Assets carried therein, and all Commodity Accounts and Commodity Contracts;
(k) all of such Grantor’s Commercial Tort ClaimsIntellectual Property and Intellectual Property Licenses;
(l) all of such Grantor’s moneyNegotiable Collateral (including all of such Grantor’s Pledged Notes);
(m) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(n) all of such Grantor’s Securities Accounts;
(o) all of such Grantor’s Supporting Obligations;
(p) all of such Grantor’s Money, cashas defined in Section 1-201(24) of the Code, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Partyother Lender;
(mq) all of such Grantor’s Goods not covered by the proceeds other clauses of this Section 3;
(r) all of such Grantor’s Insurance;
(s) all of such Grantor’s As-Extracted Collateral;
(t) all of such Grantor’s other tangible and products, whether tangible or intangible, intangible personal property whatsoever of such Grantor; and
(u) all of such Grantor’s Proceeds of any of the foregoingCollateral, including proceeds of insurance or Commercial Tort Claims covering or relating all Accessions to and substitutions and replacements for, any or all of the foregoingCollateral, and any all offspring, rents, profits and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition products of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insuredCollateral, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect related to any Collateral, all books, correspondence, credit files, records, invoices and other papers (including all tapes, cards, computer runs and other papers and documents in the possession or under the control of the foregoing (the “Proceeds”such Grantor or any computer bureau or service company from time to time acting for such Grantor). Without limiting Notwithstanding anything contained in this Agreement to the generality of the foregoingcontrary, the term “ProceedsCollateral” includes whatever shall not include: (i) voting Equity Interests of any CFC or CFC Holdco, solely to the extent that such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC or CFC Holdco (any such pledge shall be governed by the laws of the State of New York), (ii) (x) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is receivable prohibited as a matter of law or received when Investment Related Property under the terms of such contract, lease, permit, license, or proceeds are soldlicense agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, exchangedlease, collectedpermit, license, or license agreement has not been obtained or (y) any asset to the extent that a pledge thereof or a grant of a security interest therein would be prohibited by applicable law, rule or regulation or agreements with any Governmental Authority or would require governmental (including regulatory) consent, approval, license or authorization (provided, in each case, that (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise disposed affect any of Agent’s or any other Secured Party’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests), (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law; provided, that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral, (iv) any leasehold interest except to the extent a security interest therein can be perfected by the filing of a financing statement, (v) interests in joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent of one or more third parties other than Grantors or any of their respective Wholly-Owned Subsidiaries (after giving effect to any applicable anti-assignment provision of the Code or other applicable law), (vi) Excluded Accounts, (vii) (x) Letter of Credit Rights with a value of less than $1,000,000 individually and $2,500,000 in the aggregate and (y) Commercial Tort Claims with a value of less than $2,500,000 in the aggregate (in each case except to the extent a security interest therein can be perfected by the filing of a financing statement), (viii) where such grant results in material adverse tax, accounting or regulatory consequences as reasonably determined by the Borrower and the Administrative Agent, and (ix) where the cost of obtaining a security interest in, or perfection of, whether such disposition is voluntary or involuntary, assets exceeds the practical benefit to the Lenders afforded thereby as reasonably determined by the Borrower and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related PropertyAdministrative Agent.
Appears in 2 contracts
Sources: Pledge and Security Agreement (BlueLinx Holdings Inc.), Credit and Guaranty Agreement (BlueLinx Holdings Inc.)
Grant of Security. Each The Grantor hereby unconditionally grants(x) confirms the assignments, assignspledges and grants that it previously made to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties pursuant to the Existing Security Agreement and (y) not in limitation of such assignments, pledges and grants but as a supplement thereto, assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Party Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter existing or acquired or arising and wherever located:by the Grantor (the "Collateral"):
(a) all equipment in all of such its forms of the Grantor’s Accounts, wherever located, including all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor and all accessories related thereto (any and all of the foregoing being the "Equipment");
(b) all inventory in all of its forms of the Grantor, wherever located, including
(i) all raw materials and work in process therefor, finished goods thereof, and materials used or consumed in the manufacture or production thereof,
(ii) all goods in which the Grantor has an interest in mass or a joint or other interest or right of any kind (including goods in which the Grantor has an interest or right as consignee), and
(iii) all goods which are returned to or repossessed by the Grantor, and all accessions thereto, products thereof and documents therefor (any and all such Grantor’s Booksinventory, materials, goods, accessions, products and documents being the "Inventory");
(c) all accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (including tax refunds) of the Grantor, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights of the Grantor now or hereafter existing in and to all security agreements, guaranties, leases and other contracts securing or otherwise relating to any such Grantor’s Chattel Paperaccounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments, and general intangibles being the "Receivables" (provided, however, that Receivables shall not include Prescription Receivables sold to Pharmacy Fund pursuant to the Rapid Remit Program), and any and all such security agreements, guaranties, leases and other contracts being the "Related Contracts") (provided, however, that Related Contracts shall not include the Rapid Remit Program Documents);
(d) all Intellectual Property Collateral of such the Grantor’s Deposit Accounts;
(e) all books, records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of such Grantor’s Equipment and fixturesthe foregoing in this Section 2.1;
(f) all of such the Grantor’s General Intangibles;'s other property and rights of every kind and description and interests therein; and
(g) all products, offspring, rents, issues, profits, returns, income and proceeds of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of and from any Secured Party;
(m) and all of the foregoing Collateral (including proceeds and products, whether tangible or intangible, of any which constitute property of the foregoingtypes described in clauses (a), including (b), (c), (d), (e) and (f), proceeds of insurance or Commercial Tort Claims covering or relating deposited from time to time in the Collateral Account and in any or all lock boxes of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insuredGrantor, and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”Collateral). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 2 contracts
Sources: Borrower Security Agreement (Dri I Inc), Borrower Security Agreement (Dri I Inc)
Grant of Security. (a) Each Grantor hereby unconditionally grants, assigns, assigns and pledges to each Secured Party Agent, for the benefit of itself and the ratable benefit of the Holders, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(ai) all of such Grantor’s Accounts;
(bii) all of such Grantor’s Books;
(ciii) all of such Grantor’s Chattel Paper;
(div) all of such Grantor’s interest with respect to any Deposit AccountsAccount;
(ev) all of such Grantor’s Equipment and fixtures;
(fvi) all of such Grantor’s General Intangibles;
(gvii) all of such Grantor’s Inventory;
(hviii) all of such Grantor’s Investment Related Property;
(iix) all of such Grantor’s Negotiable Collateral;
(jx) all of such Grantor’s rights in respect of Supporting Obligations;
(kxi) all of such Grantor’s interest with respect to any Commercial Tort Claims;
(lxii) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyAgent (or its agent or designee);
(mxiii) all of such Grantor’s Hydrocarbons and Hydrocarbon Interests;
(xiv) all of such Grantor’s Oil and Gas Properties; and
(xv) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims commercial tort claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoingproperty of Grantors, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty Guarantee payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty Guarantee payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything herein to the contrary, the term “Collateral” shall not include, and no Grantor is pledging, nor granting a security interest hereunder in, any of such Grantor’s right, title or interest in (A) any license, contract or agreement to which such Grantor is a party as of the date hereof or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the express terms of such license, contract or agreement on the date hereof result in a breach of the terms of, or constitute a default under, such license, contract or agreement (other than to the extent that any such term (i) has been waived or (ii) would be rendered ineffective pursuant to Sections 9-406, 9-408, 9-409 of the Code or other applicable provisions of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that (x) immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such right, title and interest as if such provision had never been in effect and (y) the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect Agent’s unconditional continuing security interest in and liens upon any rights or interest of a Grantor in or to the proceeds of, or any monies due or to become due under, any such license, contract or agreement or (B) all intent-to-use United States trademark applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively, or if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office, provided that, upon such filing and acceptance, such intent-to-use applications shall be included in the definition of Collateral. Notwithstanding anything herein to the contrary, the term “Collateral” shall not include (A) in the case of a first tier foreign Subsidiary, more than 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (i) would not reasonably be expected to cause the undistributed earnings of such foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such foreign Subsidiary’s United States parent and (ii) would not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding shares of Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (it being understood and agreed that the Collateral shall include 100% of the issued and outstanding shares of Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) or other equity interest of such foreign Subsidiary) or (B) in the case of all other foreign Subsidiaries, any of the issued and outstanding shares of Stock. The Grantors agree that the pledge of the shares of Stock of any Subsidiary of a Grantor that is a foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantors in favor of Agent, which pledge agreements will provide for the pledge of such shares of Stock in accordance with the laws of the applicable foreign jurisdiction subject to the limitations set forth above regarding the pledge of Stock securing the payment and performance of the Secured Obligations of such Grantor. With respect to such shares of Stock, Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Stock.
Appears in 2 contracts
Sources: Security Agreement (Baseline Oil & Gas Corp.), Security Agreement (Baseline Oil & Gas Corp.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party Agent, for the benefit of the Purchasers, a separate, continuing security interest (each, a herein referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, such including Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s InventoryGoods;
(h) all of such Grantor’s Inventory;
(i) all of Grantor’s Investment Related Property;
(ij) all of such Grantor’s Negotiable Collateral;
(jk) all of such Grantor’s rights in respect of Supporting Obligations;
(kl) all of such Grantor’s Commercial Tort Claims;
(lm) all of such Grantor’s money, cash, cash equivalents, money or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent or any Secured PartyPurchaser;
(mn) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.
Appears in 2 contracts
Sources: Securities Purchase Agreement (RXi Pharmaceuticals Corp), Security Agreement (Ap Pharma Inc /De/)
Grant of Security. Each Grantor hereby unconditionally grantspledges and collaterally assigns and transfers to the Collateral Agent, assignsfor the ratable benefit of the Secured Parties, and pledges hereby grants to each the Collateral Agent, for the ratable benefit of the Secured Party Parties, a separate, continuing security interest (eachin and continuing lien on, a “Security Interest” andall of such Grantor’s right, collectivelytitle and interest in, to and under all personal property of such Grantor, including, but not limited to, the “Security Interests”) following, in all assets of such Grantor (other than Real Property) whether each case, wherever located and now owned or at any time hereafter acquired by such Grantor or arising and wherever located in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:):
(ai) all of such Grantor’s Accounts;
(bii) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(diii) all of Collateral Accounts;
(iv) all Commercial Tort Claims described on Schedule 8 (as such Grantor’s schedule may be amended or supplemented by the Borrower from time to time);
(v) all Deposit Accounts;
(evi) all of such Grantor’s Equipment and fixturesDocuments;
(fvii) all of such Grantor’s Equipment (other than Vehicles);
(viii) all General Intangibles;
(gix) all of such Grantor’s Instruments;
(x) all Insurance;
(xi) all Intellectual Property;
(xii) all Inventory;
(hxiii) all of such Grantor’s Investment Related Property, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all Capital Stock or other shares, interests or certificates in respect thereof;
(ixiv) all Letter of such Grantor’s Negotiable CollateralCredit Rights;
(jxv) all of such Grantor’s rights in respect of Supporting ObligationsMoney;
(kxvi) all of such Grantor’s Commercial Tort ClaimsReceivables and Receivables Records;
(lxvii) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartySecurities Accounts;
(mxviii) all Goods and other personal property not otherwise described above;
(xix) all books, records, ledger cards, files, correspondence, customer lists, supplier lists, blueprints, technical specifications, manuals, computer software and related documentation, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and
(xx) to the extent not otherwise included, all other property of such Grantor and all Proceeds, products, accessions, rents and profits of any and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any foregoing and all AccountsCollateral Records, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Collateral Support and Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of Obligations and guarantees given by any of the foregoing, the proceeds of any award in condemnation Person with respect to any of the foregoing, ; provided that the Collateral shall not include any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related PropertyExcluded Assets.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (B&G Foods, Inc.), Guarantee and Collateral Agreement (B&G Foods, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);
(n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor’s Securities Accounts;
(p) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Farm Products, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” (and any component definition thereof) shall not include any Excluded Asset.
Appears in 2 contracts
Sources: Guaranty and Security Agreement, Guaranty and Security Agreement (Concrete Pumping Holdings, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to each Collateral Agent, for the benefit of the Secured Party Parties, to secure the Secured Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(il) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral;
(jn) all of such Grantor’s rights in respect Pledged Interests (including all of Supporting Obligationssuch Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(ko) all of such Grantor’s Commercial Tort ClaimsSecurities Accounts;
(lp) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of the Collateral Agent (or its agent or designee) or any other Secured Party; and
(r) all of such Grantor’s rights in, to or under, or relating to, any FCC License;
(ms) all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Farm Products, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, FCC Licenses, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Collateral Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include the following (collectively, the “Excluded Property”):
(a) any rights or interest in any lease, contract, license or license agreement covering personal property or real property of the Issuer or any Grantor (other than FCC Licenses, which are covered by clause (b) below), so long as under the terms of such lease, contract, license or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein to the Collateral Agent is prohibited (or would render such lease, contract, license or license agreement cancelled, invalid or unenforceable) and such prohibition has not been or is not waived or the consent of the other party to such lease, contract, license or license agreement has not been or is not otherwise obtained; provided that this exclusion shall in no way be construed to apply if any such prohibition is unenforceable under the Code or other applicable law or so as to limit, impair or otherwise affect the Collateral Agent’s unconditional continuing security interests in and liens upon any rights or interests of the Issuer or Grantors in or to any proceeds from or monies due or to become due to the Issuer or any Grantor under any such lease, contract, license or license agreement (including any receivables);
(b) any FCC Licenses to the extent (but only to the extent) that at such time the Collateral Agent may not validly possess a security interest directly in the FCC Licenses pursuant to the Communications Act of 1934, as amended, and the rules and regulations promulgated thereunder, as in effect at such time; provided that this exclusion shall in no way be construed to apply if any such prohibition is unenforceable under other applicable law or so as to limit, impair or otherwise affect the Collateral Agent’s unconditional continuing security interests in and liens upon the economic value of the FCC Licenses, all rights incident or appurtenant to the FCC Licenses and the right to receive all monies, consideration, receivables and proceeds derived from or in connection with the sale, assignment or transfer of the FCC Licenses;
(c) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law; provided, that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral;
(d) assets owned by the Issuer or any Grantor on the Issue Date or thereafter acquired and any proceeds thereof that are subject to a Lien securing a purchase money obligation or Capital Lease Obligation permitted to be incurred pursuant to the provisions of the Indenture to the extent and for so long as the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money obligation or Capital Lease Obligation) validly prohibits the creation of any other Lien on such assets and proceeds; provided that this exclusion shall in no way be construed to apply if any such prohibition is unenforceable under the Code or other applicable law;
(e) any property of a person existing at the time such person is acquired or merged with or into or consolidated with the Issuer or any Grantor that is subject to a Permitted Lien not created in anticipation or contemplation of such acquisition to the extent and for so long as the contract or other agreement in which such Lien is granted validly prohibits the creation of any other Lien on such property; provided that this exclusion shall in no way be construed to apply if any such prohibition is unenforceable under the Code or other applicable law or so as to limit, impair or otherwise affect the Collateral Agent’s unconditional continuing security interests in and liens upon any rights or interests of the Issuer or Grantors in or to any proceeds from or monies due or to become due to the Issuer or any Grantor under any such property (including any receivables arising from the use of such property, but excluding any proceeds from any disposition of such property to the extent such Permitted Lien extends thereto and to the extent and for so long as the contract or other agreement in which such Lien is granted validly prohibits the creation of any other Lien on such proceeds);
(f) any shares entitled to vote (within the meaning of Treasury Regulation Section 1.956-2) of any direct or indirect Subsidiary of the Issuer that is a “controlled foreign corporation” in excess of sixty-six (66%) percent of all of the issued and outstanding Capital Interests in such Subsidiary;
(g) any (i) individual parcel of leased real property or (ii) individual parcel of owned real property of the Issuer or any Grantor having a fair market value, as determined by the Issuer in good faith, of less than $2,000,000; and
(h) any Capital Interests (other than any Capital Interests of a wholly owned Subsidiary of the Issuer or any Grantor) to the extent such grant of a security interest is prohibited by a joint venture, shareholder or similar agreement entered into in connection with the acquisition of such Capital Interests so long as such agreement is entered into for valid business reasons.
Appears in 2 contracts
Sources: Security Agreement (Salem Media Group, Inc. /De/), Security Agreement (Salem Media Group, Inc. /De/)
Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns and transfers to the Administrative Agent, and pledges hereby grants to each the Administrative Agent, for the ratable benefit of the Secured Party Parties, a separate, continuing security interest (eachin, a “Security Interest” and, collectively, all of the “Security Interests”) in all assets of such Grantor (other than Real Property) whether following property now owned or at any time hereafter acquired by such Grantor or arising and wherever located in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), includingas collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, without limitation, by acceleration or otherwise) of such Grantor’s rightObligations:
(a) all Securities and all options and warrants to purchase Securities (and all certificates, titleCertificated Securities, Chattel Paper or Instruments evidencing such Securities);
(b) all Pledged Accounts; including any and interest all assets of whatever type or kind deposited in and to the followingany such Pledged Account, whether now owned or hereafter acquired acquired, existing or arising (including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments or interests therein of any type or nature deposited or required by the Credit Agreement or any other Loan Document to be deposited in such Pledged Account, and wherever located:
all investments and all certificates and other instruments (aincluding depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Grantor’s Accounts;
(b) all of such Grantor’s Booksthe foregoing);
(c) all of such Grantor’s Chattel Paper;books and records pertaining to the Collateral; and
(d) to the extent not otherwise included, all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment Proceeds, Supporting Obligations and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control products of any Secured Party;
(m) and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to all Security Entitlements owned by such Grantor in any or and all of the foregoing, and all collateral security and guarantees given by any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest (i) is of more than 66% of the total voting stock of any Excluded Foreign Subsidiary, (ii) is of a general partner interest held by a Grantor in a Colony Fund, (iii) is prohibited by any Requirements of Law of a Governmental Authority, requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (iv) in the case of any Collateral constituting a Security of any Pledged Affiliate, is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any rebates contract, license, agreement, instrument or refunds, whether for taxes other document evidencing or otherwise, and all proceeds giving rise to such property or any material agreement of any such proceeds, Pledged Affiliate (or any portion thereof Investment Asset Issuer or Affiliated Investor in which such Pledged Affiliate owns a direct or indirect equity interest) prohibiting a grant of such security interest thereinin such Security, and the proceeds thereofincluding, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise includedwithout limitation, any indemnity, warranty, applicable shareholder or guaranty payable by reason of loss or damage to, or otherwise with respect to similar agreement (other than any of the foregoing issued by a Grantor) or any agreements relating to Indebtedness permitted pursuant to the Credit Agreement that are either applicable to such Pledged Affiliate, any Investment Asset held directly or indirectly by such Pledged Affiliate or to any Investment Asset Issuer or any Affiliated Investor in which such Pledged Affiliate owns a direct or indirect equity interest, in each case with respect to clauses (iii) and (iv) of this paragraph, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requirement of such consent is ineffective under applicable law (the property excluded from Collateral pursuant to this paragraph, the “ProceedsExcluded Collateral”). Without limiting Notwithstanding anything to the generality of the foregoingcontrary set forth in this Agreement, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are soldrepresentations, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, warranties and includes proceeds of any indemnity or guaranty payable covenants set forth herein applicable to any Grantor or any Secured Party from time Collateral shall not apply to time with respect to any of the Investment Related PropertyExcluded Collateral.
Appears in 2 contracts
Sources: Credit Agreement (Colony NorthStar, Inc.), Credit Agreement (Colony Capital, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns to Secured Party, and pledges hereby grants to each Secured Party a separate, continuing security interest (eachin, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in and to the following, in each case whether now owned or hereafter acquired existing, whether tangible or arising intangible, or in which such Grantor now has or hereafter acquires an interest and wherever located:the same may be located (the "COLLATERAL"):
(a) all equipment in all of its forms, all parts thereof and all accessions thereto (any and all such Grantor’s Accountsequipment, parts and accessions being the "EQUIPMENT");
(b) all inventory in all of its forms, including but not limited to (i) all goods held by such Grantor for sale or lease or to be furnished under contracts of service or so leased or furnished, (ii) all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in such Grantor’s Books's business, (iii) all goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind, and (iv) all goods which are returned to or repossessed by such Grantor and all accessions thereto and products thereof (collectively the "INVENTORY") and all negotiable and non-negotiable documents of title (including without limitation warehouse receipts, dock receipts and bills of lading) issued by any Person covering any Inventory (any such negotiable document of title being a "NEGOTIABLE DOCUMENT OF TITLE");
(c) all accounts, contract rights, chattel paper, documents, instruments, general intangibles, letter of such Grantor’s Chattel Paper;
(d) all credit rights and other rights and obligations of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, any kind owned by or other assets of each owing to such Grantor that now and all rights in, to and under all security agreements, leases and other contracts securing or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or otherwise relating to any such accounts, contract rights, chattel paper, documents, instruments, general intangibles, letter-of-credit rights or other rights and obligations (any and all of such accounts, contract rights, chattel paper, documents, instruments, general intangibles and other obligations being the foregoing"ACCOUNTS", and any and all Accountssuch security agreements, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or leases and other tangible or intangible property resulting from contracts being the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”"RELATED CONTRACTS"). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.;
Appears in 2 contracts
Sources: Credit Agreement (Integrated Defense Technologies Inc), Credit Agreement (Integrated Defense Technologies Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);
(n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor’s Securities Accounts;
(p) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include the following (collectively, the “Excluded Collateral”):
(i) solely as it relates to the obligations set forth in clauses (A), (B) and (D) in the definition of Secured Obligations, voting Equity Interests constituting more than 65% of the total outstanding voting Equity Interests of any CFC; or
(ii) Equity Interest in a Foreign Subsidiary to the extent that the pledge of such Equity Interest would result in a violation of applicable law in the jurisdiction in which such Foreign Subsidiary is organized; or
(iii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests) unless, in each case, such proceeds otherwise constitute Excluded Collateral; or
(iv) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; or
(v) any Equipment of a Grantor that is subject to a perfected Lien that constitutes a Permitted Lien under clause (d), (e) or (f) of such definition if and for so long as the grant of a security interest therein to Agent in such Equipment shall constitute or result in a breach or termination pursuant to the terms of, or a default under, the agreement entered into in connection with such Permitted Lien on such Equipment; provided however that a security interest in favor of Agent, for the benefit of each member of the Lender Group and each Bank Product Provider, shall attach immediately at such time as the term restricting the attachment of a security interest in such Equipment is no longer operative or the attachment of a security interest in such Equipment would not constitute or result in a breach or termination pursuant to the terms of, or a default under, such agreement; or
(vi) the contracts set forth on Schedule 11 which are to be assigned by the US Borrower to CRGT, Inc., a Maryland corporation (“Federal Division Buyer”) pursuant to that certain Asset Purchase Agreement dated as of January 21, 2012 among Federal Division Buyer and US Borrower. Notwithstanding anything to the contrary herein, the Grantors make no representations or warranties hereunder, and the covenants hereunder shall not apply, in respect of Excluded Collateral.
Appears in 2 contracts
Sources: Guaranty and Security Agreement, Guaranty and Security Agreement (Ciber Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns (except in the case of ULC Shares), and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to all of such Grantor’s present and after-acquired personal property, including, without limitation, the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);
(n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor’s Securities Accounts;
(p) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Equity Interests of any CFC, solely to the extent that (y) such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding voting Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Administrative Borrower) in relation to the benefits to Agent, the other members of the Lender Group, and the Bank Product Providers of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); or (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; (iv) any consumer goods (as defined in the PPSA) of Select Agendas; or (v) the last day of any real property lease, or any agreement to lease to which Select Agendas is now or becomes a party as lessee, provided that any such last day shall be held in trust by Select Agendas for Agent and, on the exercise by Agent of its rights and remedies hereunder, shall be assigned by Select Agendas as directed by Agent. Notwithstanding the foregoing, Agent shall only have a security in, and not a present assignment of, any Canadian trademarks or ULC Shares forming part of the Collateral.
Appears in 2 contracts
Sources: Guaranty and Security Agreement (School Specialty Inc), Guaranty and Security Agreement (School Specialty Inc)
Grant of Security. Each As security for payment and performance of the Secured Obligations, such Grantor hereby unconditionally grantsconveys, mortgages, pledges, assigns, transfers, sets over, grants and pledges delivers to each Secured Party the Agent on behalf of the Lenders a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) Grantor's right, title and interest in and to the following property, wherever located, whether now owned or existing or hereafter acquired or arising (hereinafter referred to as the "Collateral"):
(a) all machinery, apparatus, equipment, fittings, fixtures and wherever located other tangible personal property (collectivelyother than Inventory, as hereinafter defined) of every kind and description, and all parts, accessories and special tools and all increases and accessions thereto (hereinafter referred to collectively as the “Collateral”"Equipment");
(b) all inventory of every kind and description, including, but not limited to, (i) all finished goods and all raw materials, work in process, and materials used or consumed in the manufacture or production of finished goods, (ii) all goods in which such Grantor has an interest in mass or a joint or other interest of any kind, and (iii) all goods which are returned to or repossessed by such Grantor, and all accessions and products of all of the foregoing (hereinafter referred to collectively as the "Inventory");
(c) all rights to the payment of money or other forms of consideration (including such rights under contracts whether or not at the time earned by performance), including, without limitation, such Grantor’s rightaccounts, titlecontract rights, chattel paper, instruments, documents, letters of credit,, tax refunds, general intangibles, insurance proceeds and interest other obligations of every kind and description arising out of or in connection with the sale or lease of goods or the rendering of services or otherwise (hereinafter "Receivables") and all rights in and to the following, whether now owned all security agreements. leases and other contracts securing or hereafter acquired or arising and wherever located:
otherwise relating to any such Receivables (a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;hereinafter "Related Contracts"); and
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment products and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control proceeds of any Secured Party;
(m) and all of the proceeds foregoing and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, all payments under insurance (whether or not the Agent on behalf of the Lenders is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing foregoing. Notwithstanding anything herein to the contrary, the Collateral shall not include (i) any agreement with a third party existing on the “Proceeds”). Without limiting date hereof that prohibits the generality grant of a Lien on (but not merely the assignment of or of any interest in) such agreement or any of such Grantor's rights thereunder without the consent of such party or under which a consent to such grant is otherwise required, which consent has not been obtained, except to the extent rights under any such agreement are covered by Section 9-318 of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntaryUCC, and includes proceeds (ii) any license permit or other Governmental Approval that, under the terms and conditions of any indemnity such Governmental Approval or guaranty payable under Applicable Law, cannot be subjected to any Grantor or any Secured Party from time to time with respect to any a Lien in favor of the Investment Related PropertyAgent without the consent of the relevant party which consent has not been obtained; PROVIDED, HOWEVER, that the Collateral shall include all items excluded pursuant to clauses (i) or (ii) from and after the date on which the requisite consent is obtained.
Appears in 2 contracts
Sources: Security Agreement (Burke Industries Inc /Ca/), Security Agreement (Burke Industries Inc /Ca/)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group, as security for its Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all of such Grantor’s undertaking, property, right, title and assets of such Grantor (other than Real Property) every nature and kind including its interest in and to the following, in all cases whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts[Reserved];
(e) all of such Grantor’s Equipment and fixturesdeposit accounts;
(f) all of such Grantor’s Equipment;
(g) [Reserved];
(h) [Reserved];
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);
(n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor’s Securities Accounts;
(p) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the PPSA) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accountsdeposit accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty guarantee payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty guarantee payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. The security interest is intended to operate as a fixed and specific charge of all of the Collateral presently existing, and with respect to all future Collateral, to operate as a fixed and specific charge of such future Collateral. Each Grantor acknowledges that value has been given. The security interest of each Grantor is intended to attach, as to all of the Collateral, upon the execution by such Grantor of this Agreement. The security interest in any after-acquired property included in the Collateral attaches to that property immediately upon the acquisition of rights in that property by the applicable Grantor. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) [Reserved]; and (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clause (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s or any other member of the Lender Group’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests). The last day of any term reserved by any real property lease, written or unwritten, or any agreement to lease real property, now held or subsequently acquired by any Grantor is excepted out of the Collateral. As further security for the payment of the Secured Obligations, each Grantor agrees that it will stand possessed of the reversion of such last day of the term and shall hold it in trust for the Agent for the purposes of this Agreement. Each Grantor shall assign and dispose of the same in such manner as the Agent may from time to time direct in writing without cost or expense to the Agent. Upon any sale, assignment, sublease or other disposition of such lease or agreement to lease, the Agent shall, for the purpose of vesting the residue of any such term in any purchaser, sublessee or such other acquiror of the real property lease, agreement to lease or any interest in any of them, be entitled by deed or other written instrument to assign to such other Person, the residue of any such term in place of the applicable Grantor and to vest the residue freed and discharged from any obligation whatsoever respecting the same. The security interest is not in substitution for any other security for the Secured Obligations or for any other agreement between the parties creating a security interest in all or part of the Collateral, whether made before or after this Agreement, and such security and such agreements shall be deemed to be continuing and not affected by this Agreement unless the Agent and the Grantors expressly provide to the contrary in writing. Notwithstanding any other provision in this Agreement or any Loan Document to the contrary (including any stock power executed in blank with respect to the Unlimited Liability Securities (the “ULC Stock Power”), to the extent that any Unlimited Liability Securities now or hereafter constitute Collateral, each Grantor hereunder of the security interest therein will remain the sole registered and beneficial holder thereof until such time as notice is given to each Grantor and the Unlimited Liability Securities are effectively transferred into and registered in the name of the Agent or any other person on the books and records of the applicable issuer, all to the intent that the Agent shall not become or be deemed to become a member of any Unlimited Company for the purposes of any laws governing Unlimited Companies, or a, shareholder or other equity holder, or obtain or have the right to obtain any other indicia of ownership of any Unlimited Company until such transfer, and no provision in this Agreement (except this Section 3) or actions taken by the Agent pursuant to this Agreement which might provide or be deemed to provide otherwise, in whole or in part, shall, without the express written consent of the Agent, apply in respect of Unlimited Liability Securities. Accordingly, without limitation, notwithstanding any provision to the contrary contained herein, or any other Loan Document, each Grantor shall be permitted to receive and retain for its own account any dividend on or other distribution, if any, in respect of such Unlimited Liability Securities (except insofar as such Grantor has granted a security interest in such dividend or other distribution, and any such Unlimited Liability Securities which are Pledged Interests shall be delivered to the Agent to hold as Collateral hereunder) and shall have the right to vote such Unlimited Liability Securities and to control the direction, management and policies of the applicable issuer thereof to the same extent as such Grantor would if such Collateral were not pledged to the Agent. To the extent any provision hereof (or of any other Agreement or document) would have the effect of constituting the Agent as a member or shareholder of any Unlimited Company prior to such time, such provision shall be severed therefrom and shall be ineffective with respect to Collateral which are Unlimited Liability Securities without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral which is not Unlimited Liability Securities. For the further avoidance of doubt, and except as otherwise provided in the last sentence of this Section 3, no provision of this Agreement or actions taken by the Agent pursuant to this Agreement shall apply, or be deemed to apply, so as to cause the Agent to be, and the Agent shall not be or be deemed to be or entitled to:
(i) be registered as a shareholder, member or other equity holder, or apply to be registered as a shareholder, member or other equity holder, of any Unlimited Company;
(ii) have any notation being entered in its favour in the share or equity register in respect of Unlimited Liability Securities;
(iii) be held out as a shareholder, member or other equity holder of any Unlimited Company; or
(iv) act or purport to act as a shareholder, member or other equity holder of any Unlimited Company, or obtain, exercise or attempt to exercise any rights of a shareholder, member or other equity holder, including the right to attend a meeting of, or to vote any Unlimited Liability Securities or to receive any distribution in respect of Unlimited Liability Securities. The foregoing limitation shall not restrict the Agent from exercising the rights which it is entitled to exercise hereunder in respect of any Unlimited Liability Securities constituting Collateral in the course of enforcing the security interest herein following the giving of notice to the Grantor of such interest at any time that the Agent shall be entitled to realize on all or any portion of the Collateral.
Appears in 1 contract
Sources: Guarantee and Security Agreement (API Technologies Corp.)
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each member of the Lender Group, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts (other than the Excluded Deposit Accounts);
(e) all of such Grantor’s Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” (and any references thereto or to any assets comprising the “Collateral” (including the use of defined terms hereunder)) shall not include: (i) equity in excess of 65% of the total voting equity of any Section 956 Subsidiary (and none of the equity of any Subsidiary of such Section 956 Subsidiary); (ii) any contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor to which any Grantor is a party or any of its rights or interest in any contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor if the grant of a security interest or Lien therein shall constitute or would result in (a) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein, or (b) a breach or termination pursuant to the terms of, or a default under, any such contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408, or 9-409 of the Code (or any successor provision or provisions) or any other applicable law; provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor that does not result in any of the consequences specified in clauses (a) or (b) above; provided, further, that such security interest shall attach to the right to receive the payment of money (including, without limitation, Accounts and General Intangibles) or any other rights referred to in certain sections of the Code (or any successor provision or provisions) and to the proceeds of any such contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor (unless such proceeds would otherwise be excluded pursuant to clauses (a) or (b) above); (iii) any property for which attaching a security interest would result in the forfeiture of the Grantor’s rights over the property, including U.S. intent-to-use application for trademark or service ▇▇▇▇ registration prior to the filing and acceptance by the PTO of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to use trademark or service ▇▇▇▇ applicable under applicable federal law; (iv) any Intellectual Property that is protectable, registered or applied for solely under the laws of jurisdictions outside the United States and any other assets located outside the United States to the extent a Lien on such assets cannot be perfected by the filing of a Code financing statement in the jurisdiction of organization of the applicable Grantor, unless, in each case, a Lien has been granted to secure the ABL Obligations or the Notes Obligations; (v) Excluded Deposit Accounts; (vi) any asset securing Capitalized Lease Obligations or Purchase Money Indebtedness permitted under the Credit Agreement, in each case, to the extent the grant of a security interest or Lien thereon to Agent is prohibited by the terms of such Indebtedness; (vii) Excluded Real Property and any leased real property; (viii) any property or assets to the extent that any law applicable thereto prohibits the creation of a security interest therein or would require a consent not obtained of any Governmental Authority and (ix) any Stock in Persons that are not wholly-owned Subsidiaries of Borrower that are subject to an enforceable negative pledge provision and (x) assets subject to liens permitted pursuant to clauses (e)(i)-(iii), (s), (t) and (u) of the definition of Permitted Liens to the extent the grant of a security interest or lien thereon to Agent is prohibited by the terms thereof] (collectively, the “Excluded Collateral”).
Appears in 1 contract
Grant of Security. Each Grantor To secure the prompt ----------------- and complete payment, observance and performance of the Secured Obligations, the Guarantor hereby unconditionally grantsgrants to the Agent for its benefit and the ratable benefit of the Secured Parties, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s Guarantor's right, title, title and interest in and to the following, in each case whether now owned or existing or hereafter acquired or arising and however and wherever located:arising or located (the "Guaranty Collateral"):
(a) all of such Grantor’s AccountsEquipment;
(b) all of such Grantor’s BooksInventory;
(c) all of such Grantor’s Chattel PaperReceivables;
(d) all of such Grantor’s Deposit AccountsGeneral Intangibles;
(e) chattel paper, instruments and documents: all chattel paper, all instruments, including, without limitation, all notes evidencing intercompany loans, and all bills of such Grantor’s Equipment lading, warehouse receipts and fixturesother documents of title;
(f) other Property: all Property and interests in property of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights the Guarantor which may now be in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or may hereafter come into the possession, custody, custody or control of the Agent or any Secured Party;, or any agent or affiliate of the Agent or any Secured Party, in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise); and all rights and interests of the Guarantor in respect of any and all (i) notes, drafts, letters of credit, stocks, bonds, and debt and equity securities, whether or not certificated, and warrants, options, puts and calls and other rights to acquire or otherwise relating to the same, and all securities accounts, financial assets and security entitlements, (ii) interest rate and currency exchange agreements, including, without limitation, cap, collar, floor, forward and similar agreements and interest rate protection agreements, (iii) cash and Cash Equivalents, and (iv) proceeds of loans, advances and other financial accommodations; and all other personal Property and interests in personal property of the Guarantor not specifically included in Sections 2(a) through 2(e) above; and ------------- ----
(mg) all of the accessions and additions to, substitutions and documents for, and replacements, proceeds and products, whether tangible or intangible, products of any of the foregoingforegoing Guaranty Collateral, including proceeds of and all payments under insurance (whether or Commercial Tort Claims covering or relating to any or all of not the foregoingAgent is the loss payee thereof), and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (Guaranty Collateral, to the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or extent not otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertyincluded.
Appears in 1 contract
Sources: Unlimited Guaranty and Security Agreement (American Eco Corp)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each of the Lenders, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Partyother Lender;
(m) all of such Grantor’s other personal property; and
(n) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Equity Interests of any CFC, solely to the extent that such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC; (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other Lender’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral, or (iv) Equipment or other assets or any proceeds thereof owned by any Grantor on the date hereof or hereafter acquired that is subject to a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease if the contract or other agreement in which such Permitted Lien is granted (or the documentation providing for such Indebtedness in respect of purchase money financing) prohibits the creation of any other Lien on such Equipment, other assets or proceeds.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assignspledges to the ----------------- Collateral Agent for the ratable benefit of the Secured Parties, and pledges hereby grants to each the Collateral Agent for the ratable benefit of the Secured Party Parties a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitationin, such Grantor’s 's right, title, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising and wherever located:(collectively, the "Collateral"):
(a) all equipment in all of its forms, all fixtures and all parts thereof and all accessions thereto (any and all such Grantor’s Accountsequipment, fixtures, parts and accessions being the "Equipment");
(b) all inventory in all of its forms and all accessions thereto and products thereof and documents therefor (any and all such Grantor’s Booksinventory, accessions, products and documents being the "Inventory");
(c) all accounts, chattel paper, instruments, general intangibles (other than general intangibles consisting of Security Collateral, Intellectual Property Collateral or Agreement Collateral which are included as "Collateral" in the applicable provisions of this Section 1) and other obligations of any kind, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services and whether or not earned by performance, and all rights now or hereafter existing in and to all security agreements, leases and other contracts securing or otherwise relating to any such Grantor’s Chattel Paper;
accounts, chattel paper, instruments, general intangibles or obligations (any and all such accounts, chattel paper, instruments, general intangibles and obligations, to the extent not referred to in clause (d) all of such Grantor’s Deposit Accounts;
), (e) all of such Grantor’s Equipment and fixtures;
or (f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s moneybelow, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into being the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing"Receivables", and any and all Accountssuch security agreements, Booksleases and other contracts being the "Related Contracts"). "Receivables" shall include, Chattel Paperbut not be limited to, Deposit Accountsany accounts, Equipmentcontract rights, General Intangiblesnotes, Inventorydrafts and other obligations or rights to payment of every kind or description now or any time hereafter arising, Investment Related Propertydirectly or indirectly, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any out of the foregoingprovision of Dialysis Services and/or the provision of Ancillary Services specifically including, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage but not limited to, all accounts receivable and rights to payment through federal, state or destruction of the abovelocal governmental programs, whether insured including without limitation, all Governmental Health Receivables, all other third-party payer programs and health care insurance receivables and other private pay receivables. As used herein, (i) "Governmental Health Receivables" means Medicaid Receivables, Medicare Receivables or not insuredVA Receivables, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.ii) "Medicaid Receivable"
Appears in 1 contract
Grant of Security. Each The Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party the Collateral Agent a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all personal property assets of such the Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such the Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such the Grantor’s 's Accounts;
(b) all of such the Grantor’s 's Books;
(c) all of such the Grantor’s 's Chattel Paper;
(d) all of such the Grantor’s 's Deposit Accounts;
(e) all of such the Grantor’s 's Equipment and fixtures;
(f) all of such the Grantor’s 's General Intangibles;
(g) all of such the Grantor’s Inventory's Intellectual Property;
(h) all of such the Grantor’s Investment Related Property's Inventory;
(i) all of such the Grantor’s Negotiable Collateral's Investment Related Property;
(j) all of such the Grantor’s 's Negotiable Collateral;
(k) all of the Grantor's rights in respect of Supporting Obligations;
(kl) all of such the Grantor’s 's Commercial Tort Claims;
(lm) all of such the Grantor’s 's money, cash, cash equivalents, or other assets of each such the Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) ; and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Intellectual Property, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any the Grantor or any Secured Party from time to time with respect to any of the Investment Related Property. Notwithstanding the foregoing, the Collateral shall not include (i) the Stock of any first-tier Foreign Subsidiary in excess of 65% of the aggregate outstanding voting Stock of such first-tier Foreign Subsidiary or (ii) any Stock of any Foreign Subsidiary that is not a first-tier Foreign Subsidiary.
Appears in 1 contract
Grant of Security. Each As security for the payment or performance, as the case may be, in full of the Secured Obligations (as defined below), each Grantor hereby unconditionally grants, assigns, collaterally assigns and pledges to the Collateral Agent (and its successors and permitted assigns), for the benefit of the Secured Parties, and each Grantor hereby grants to the Collateral Agent (and its successors and permitted assigns), for the benefit of the Secured Party Parties, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in and continuing lien on all assets of such Grantor (other than Real Property) Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising and wherever located (collectively, the “Collateral”):
(a) all Accounts;
(b) all cash and Cash Equivalents;
(c) all Chattel Paper;
(d) all Commercial Tort Claims set forth on Schedule IV hereto or for which notice is required to be provided pursuant to Section 5(a) below;
(e) all Deposit Accounts;
(f) all Documents;
(g) all Equipment;
(h) subject to Section 21 hereof, all Fixtures;
(i) all General Intangibles;
(j) all Goods;
(k) all Instruments;
(l) all Inventory;
(m) all Letter-of-Credit Rights;
(n) the following (the “Security Collateral”):
(i) all indebtedness from time to time owed to such Grantor, including, without limitation, the indebtedness set forth opposite such Grantor’s name on and otherwise described on Schedule II (as such Schedule II may be supplemented from time to time by supplements to this Agreement) (all such indebtedness being the “Pledged Debt”), and the instruments and promissory notes, if any, evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt;
(ii) all Equity Interests of any Person from time to time acquired, owned or held directly by such Grantor in any manner, including, without limitation, the Equity Interests owned or held by each Grantor set forth opposite such Grantor’s name on and otherwise described on Schedule II (as such Schedule II may be supplemented from time to time by supplements to this Agreement) (all such Equity Interests being the “Pledged Interests”), and the certificates, if any, representing such shares or units or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other Equity Interests and all warrants, rights or options issued thereon or with respect thereto; provided that such Grantor shall not be required to pledge, and the terms “Pledged Interests” and “Security Collateral” used in this Agreement shall not include, any voting Equity Interests that constitute Excluded Assets; and
(iii) all Investment Property and all Financial Assets, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange therefor and all warrants, rights or options issued thereon or with respect thereto;
(o) all contracts and agreements between any Grantor and one or more additional parties (including, without limitation, any Swap Contracts, licensing agreements and any partnership agreements, joint venture agreements, limited liability company agreements) and the IP Agreements (as hereinafter defined), in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the “Assigned Agreements”), including, without limitation, all rights of such Grantor’s right, title, and interest in Grantor to receive moneys due and to become due under or pursuant to the following, whether now owned or hereafter acquired or arising and wherever located:
Assigned Agreements (a) all of such Grantor’s AccountsCollateral being the “Agreement Collateral”);
(bp) all of such Grantor’s Books;
the following (c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;collectively, the “Intellectual Property Collateral”):
(i) all of such Grantor’s Negotiable Collateralpatents, patent applications, utility models, statutory invention registrations and all inventions claimed or disclosed therein and all improvements thereto (“Patents”);
(jii) all trademarks, trademark applications, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether registered or unregistered (provided that no security interest shall be granted in United States intent-to-use trademark applications prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act with respect thereto, to the extent that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such Grantor’s rights intent-to-use application under applicable federal law), together, in respect of Supporting Obligationseach case, with the goodwill symbolized thereby (“Trademarks”);
(kiii) all of such Grantor’s Commercial Tort Claimscopyrights, including, without limitation, copyrights in Computer Software (as hereinafter defined), internet websites and the content thereof, whether registered or unregistered (“Copyrights”);
(liv) all of such Grantor’s moneycomputer software, cashprograms and databases (including, cash equivalentswithout limitation, or other assets of each such Grantor that now or hereafter come into the possessionsource code, custodyobject code and all related applications and data files), or control firmware and documentation and materials relating thereto, together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any Secured Partyof the foregoing (“Computer Software”);
(mv) all confidential and proprietary information, including, without limitation, know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information, and all other intellectual, industrial and intangible property of the proceeds any type, including, without limitation, industrial designs and products, whether tangible or intangible, of mask works;
(vi) all registrations and applications for registration for any of the foregoing, including proceeds including, without limitation, those registrations and applications for registration at the U.S. Patent and Trademark Office (the “USPTO”) or the U.S. Copyright Office (the “USCO”) set forth in Schedule III hereto (as such Schedule III may be supplemented from time to time by supplements to this Agreement, each such supplement being substantially in the form of insurance or Commercial Tort Claims covering or relating Exhibit C hereto (an “IP Security Agreement Supplement”) executed by such Grantor to any or the Collateral Agent from time to time), together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;
(vii) all tangible embodiments of the foregoing, all rights in the foregoing corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;
(viii) all agreements granting to any Grantor, or pursuant to which any Grantor grants to any other Person rights in any of the foregoing (“IP Agreements”); and
(ix) any and all Accountsclaims for damages or injunctive relief for past, Bookspresent and future infringement, Chattel Paperdilution, Deposit Accountsmisappropriation, Equipmentviolation, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, misuse or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages;
(q) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any rebates of the Collateral;
(r) all other tangible and intangible personal property of whatever nature whether or refundsnot covered by Article 9 of the UCC; and
(s) all proceeds of, whether for taxes collateral for, income, royalties and other payments now or otherwisehereafter due and payable with respect to, and Supporting Obligations relating to, any and all proceeds of any such the Collateral (including, without limitation, proceeds, or any portion thereof or interest therein, collateral and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction Supporting Obligations that constitute property of the above, whether insured or not insuredtypes described in clauses (a) through (r) of this Section 1), and, to the extent not otherwise included, all payments under insurance covering any Collateral (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.Collateral;
Appears in 1 contract
Sources: Security Agreement (PPD, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, assigns and pledges to each Secured Party Agent, for the benefit of the Purchaser Group, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, such including Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s interest with respect to any Deposit AccountsAccount or Securities Account;
(e) all of such Grantor’s Equipment and fixtures;
(f) all All of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s interest with respect to any Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash and Cash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent or any Secured Partyother member of the Purchaser Group;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims commercial tort claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Cash and Cash Equivalents, Chattel Paper, Deposit Accounts, Securities Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, Commercial Tort Claims, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoingproperty of Grantor, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing Collateral (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes includes, proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. The foregoing to the contrary notwithstanding, “Collateral” shall not include the Excluded Assets.
Appears in 1 contract
Sources: Security Agreement (Progressive Gaming International Corp)
Grant of Security. Each Grantor hereby unconditionally grantsgrants to the Administrative Agent, assignsfor the ratable benefit of the Secured Parties, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitationin, such Grantor’s 's right, title, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising and wherever located:(collectively, the "Collateral"):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Bookscash and Cash Equivalents;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims (including, without limitation, the Commercial Tort Claims set forth on Schedule IV hereto);
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s General IntangiblesDocuments;
(g) all of such Grantor’s InventoryEquipment;
(h) all of such Grantor’s Investment Related PropertyFarm Products;
(i) all of such Grantor’s Negotiable CollateralFixtures;
(j) all of such Grantor’s rights in respect of Supporting ObligationsGeneral Intangibles;
(k) all of such Grantor’s Commercial Tort ClaimsGoods;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyInstruments;
(m) all Inventory;
(n) all Letter-of-Credit Rights;
(o) the following (the "Security Collateral"):
(i) all indebtedness evidenced by promissory notes or other instruments from time to time owed to such Grantor (the "Pledged Debt"), and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to in exchange for any or all of the foregoing, and any and Pledged Debt;
(ii) all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Equity Interests from time to time acquired, owned or held by such Grantor in any manner, including, without limitation, the Equity Interests of each Grantor set forth opposite such Grantor's name on and otherwise described on Schedule II (such Equity Interests, together with the Pledged Equity, being the "Pledged Equity"), and the certificates, if any, representing such additional shares or units or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect to any of the Investment Related Property.or in
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns to Secured Party, and pledges hereby grants to each Secured Party a separate, continuing security interest (eachin, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in and to the following, in each case whether now owned or hereafter acquired existing or arising in which such Grantor now has or hereafter acquires an interest and wherever located:the same may be located (the "COLLATERAL"):
(a) all equipment in all of its forms, all parts thereof and all accessions thereto (any and all such Grantor’s Accountsequipment, parts and accessions being the "EQUIPMENT");
(b) all agreements to which such Grantor is a party, as each such agreement may be amended, supplemented or otherwise modified from time to time (said agreements, as so amended, supplemented or otherwise modified, being referred to herein individually as an "ASSIGNED AGREEMENT" and collectively as the "ASSIGNED AGREEMENTS"),
(i) all rights of such Grantor’s BooksGrantor to receive moneys due or to become due under or pursuant to the Assigned Agreements, but specifically excluding accounts receivable(ii) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) all claims of such Grantor for damages arising out of any breach of or default under the Assigned Agreements, and (iv) all rights of such Grantor to terminate, amend, supplement, modify or exercise rights or options under the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder;
(c) all of cash, money, currency and deposit accounts owned by such Grantor’s Chattel Paper, including demand, time, savings, passbooks or similar accounts maintained with Holders or other banks, savings and loan associations, or other financial institutions;
(d) all trademarks, tradenames, tradesecrets, business names, patents, patent applications, licenses, copyrights, registrations and franchise rights, and all goodwill associated with any of such Grantor’s Deposit Accountsthe foregoing;
(e) to the extent not included in any other paragraph of this Section 1, all of other general intangibles owned by such Grantor’s Equipment Grantor (including tax refunds, rights to payment or performance, choses in action and fixturesjudgments taken on any rights or claims included in the Collateral);
(f) all of plant fixtures, business fixtures and other fixtures and storage and office facilities owned by such Grantor’s General Intangibles, and all accessions thereto and products thereof;
(g) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to any of such Grantor’s Inventory;the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and
(h) all proceeds, products, rents and profits of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of from any Secured Party;
(m) and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, foregoing Collateral and, to the extent not otherwise included, all payments under insurance (whether or not Secured Party is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”)Collateral. Without limiting the generality For purposes of the foregoingthis Agreement, the term “Proceeds” "PROCEEDS" includes whatever is receivable or received when Investment Related Property Collateral or proceeds are sold, exchanged, collected, collected or otherwise disposed of, whether such disposition is voluntary or involuntary. Notwithstanding anything herein to the contrary, the Collateral shall not include any (i) Inventory or (ii) Accounts or Related Contracts as defined in that certain Subsidiary Security Agreement, dated as of February 27, 1998, by and includes between Grantors and BankBoston, N.A., as Administrative Agent, or any proceeds of any indemnity such Inventory or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related PropertyAccounts.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);
(n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor’s Securities Accounts;
(p) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Sources: Subordination Agreement
Grant of Security. Each Grantor hereby unconditionally grants, assigns, assigns and pledges to each Secured Party Agent, for the benefit of the Lender Group, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, hereinafter referred to as the “CollateralSecurity Interest”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s books and records (including all of its Records indicating, summarizing, or evidencing its assets (including the Collateral) or liabilities, all of its Records relating to its business operations or financial condition, and all of its goods or General Intangibles related to such information) (“Books”);
(c) all of such Grantor’s chattel paper (as that term is defined in the Code) and, in any event, including, without limitation, tangible chattel paper and electronic chattel paper (“Chattel Paper”);
(d) all of such Grantor’s interest with respect to any Deposit AccountsAccount;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Intellectual Property Collateral;
(h) all of such Grantor’s Inventory;
(hi) all of such Grantor’s Investment Related Property;
(ij) all of such Grantor’s letters of credit, letter of credit rights, instruments, promissory notes, drafts, and documents (as such terms may be defined in the Code) (“Negotiable Collateral”);
(jk) all of such Grantor’s rights in respect of supporting obligations (as such term is defined in the Code), including letters of credit and guaranties issued in support of Accounts, Chattel Paper, documents, General Intangibles, instruments, or Investment Related Property (“Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims”);
(l) all of such Grantor’s interest with respect to any commercial tort claims (as that term is defined in the Code), including, without limitation those commercial tort claims listed on Schedule 2 attached hereto (“Commercial Tort Claims”);
(m) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent or any Secured Partyother member of the Lender Group or the Bank Product Provider;
(mn) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims commercial tort claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoingproperty of Grantors, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing Collateral (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes includes, without limitation, proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Sources: Security Agreement (Emrise CORP)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Secured Party, for the benefit of itself, as Lender, and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);
(n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor’s Securities Accounts;
(p) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;Administrative Agent; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Administrative Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Equity Interests of any CFC, solely to the extent that such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding voting Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonably excessive (as determined by Secured Party in consultation with Borrowers) in relation to the benefits to Administrative Agent or any Lenders of the security afforded thereby (which pledge, if reasonably requested by Administrative Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); or (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Administrative Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Administrative Agent’s or any Lender’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); or (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.
Appears in 1 contract
Sources: Guaranty and Security Agreement (Northwest Pipe Co)
Grant of Security. (a) Each Grantor hereby unconditionally grants, assigns, assigns and pledges to each Secured Party Agent, for the benefit of itself and the ratable benefit of the Holders, a separate, continuing security interest (each, a “hereinafter referred to as the "Security Interest” and, collectively, the “Security Interests”") in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s 's right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
located (a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;the "Collateral"):
(i) all of such Grantor’s 's Accounts;
(ii) all of such Grantor's Books;
(iii) all of such Grantor's Chattel Paper;
(iv) all of such Grantor's interest with respect to any Deposit Account;
(v) all of such Grantor's Equipment and fixtures;
(vi) all of such Grantor's General Intangibles;
(vii) all of such Grantor's Inventory;
(viii) all of such Grantor's Investment Related Property;
(ix) all of such Grantor's Negotiable Collateral;
(jx) all of such Grantor’s 's rights in respect of Supporting Obligations;
(kxi) all of such Grantor’s 's interest with respect to any Commercial Tort Claims;
(lxii) all of such Grantor’s 's money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyAgent (or its agent or designee);
(mxiii) all of such Grantor's Hydrocarbons and Hydrocarbon Interests;
(xiv) all of such Grantor's Oil and Gas Properties; and
(xv) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims commercial tort claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoingproperty of Grantors, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty Guarantee payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “"Proceeds”"). Without limiting the generality of the foregoing, the term “"Proceeds” " includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty Guarantee payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything herein to the contrary, the term "Collateral" shall not include, and no Grantor is pledging, nor granting a security interest hereunder in, any of such Grantor's right, title or interest in (A) any license, contract or agreement to which such Grantor is a party as of the date hereof or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the express terms of such license, contract or agreement on the date hereof result in a breach of the terms of, or constitute a default under, such license, contract or agreement (other than to the extent that any such term (i) has been waived or (ii) would be rendered ineffective pursuant to Sections 9-406, 9-408, 9-409 of the Code or other applicable provisions of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that (x) immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such right, title and interest as if such provision had never been in effect and (y) the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect Agent's unconditional continuing security interest in and liens upon any rights or interest of a Grantor in or to the proceeds of, or any monies due or to become due under, any such license, contract or agreement or (B) all intent-to-use United States trademark applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. ss. 1051(c) or 15 U.S.C. ss. 1051(d), respectively, or if filed, has not been deemed in conformance with 15 U.S.C. ss. 1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office, provided that, upon such filing and acceptance, such intent-to-use applications shall be included in the definition of Collateral.
Appears in 1 contract
Sources: Security Agreement (Dune Energy Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Collateral Agent, for the benefit of each member of the Secured Party Group, to secure the Secured Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:, but excluding all Excluded Assets (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s BooksBooks and Records;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Goods and Inventory;
(h) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(i) all of such Grantor’s Investment Related Property;
(ij) all of such Grantor’s Negotiable Collateral;
(jk) all of such Grantor’s rights in respect of Supporting Obligations;
(kl) all of such Grantor’s Commercial Tort Claims;
(lm) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Collateral Agent (or its agent or designee) or any other member of the Secured PartyGroup;
(n) all choses in action and all other personal property of such Grantor, whether tangible or intangible to the extent not covered by clauses (a) through (m) above;
(o) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Goods, Inventory, Investment Related Property, Negotiable Collateral, Records, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Collateral Agent from time to time with respect to any of the Investment Related Property; and
(p) all other existing and future tangible and intangible assets of such Grantor. For the avoidance of doubt, any property or assets of any Grantor which constitute Excluded Assets are not “Collateral” and are not subject to the terms of this Agreement (other than Section 5 to the extent provided therein); provided that notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall include an Excluded Asset immediately and automatically at such time as the condition causing such asset to be excluded no longer exists and, to the extent severable, any portion of such asset will not be so excluded and such asset shall be subject to the provisions of this Security Agreement.
Appears in 1 contract
Sources: Security Agreement (Platinum Pressure Pumping, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Aircraft;
(c) all of such Grantor’s Books;
(cd) all of such Grantor’s Chattel Paper;
(de) all of such Grantor’s Deposit Accounts;
(ef) all of such Grantor’s Engines;
(g) all of such Grantor’s Equipment and fixturesFixtures;
(fh) all of such Grantor’s Gates,
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Ground Equipment;
(k) all of such Grantor’s Inventory;
(hl) all of such Grantor’s Investment Related Property;
(im) all of such Grantor’s Negotiable Collateral;
(jn) all of such Grantor’s rights in respect Routes,
(o) all of such Grantor’s Slots,
(p) all of such Grantor’s Spare Parts (including Expendables, Replaceable Spare Parts, and Rotables);
(q) all of such Grantor’s Supporting Obligations;
(kr) all of such Grantor’s Commercial Tort Claims;
(ls) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mt) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.. Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, the term “Collateral” shall not include: (i) voting Stock of any CFC, solely to the extent that such Stock represents more than 65% of the outstanding voting Stock of such CFC; or (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property (including any Gates, Routes, or Slots) of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law or regulation with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under such regulation or under the terms of such contract, lease, permit, license, or license agreement (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is unenforceable or ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law or regulation, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach thereto notwithstanding the prohibition or restriction contained in such contract, lease, permit, license, or license agreement or under applicable law or regulation and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Stock (including any Accounts or Stock), or (2) any proceeds from the collection, sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Stock); or (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; or (iv) any General Intangibles consisting of any Grantor’s rights or interest in any airport or fueling consortia to the extent that the agreement governing such Grantor’s rights or interest with respect to such airport or fueling consortia prohibits the grant of a security interest or lien therein (provided, that, (A) the foregoing exclusions of this clause (iv) shall in no way be construed (1) to apply to the extent that any such described prohibition or restriction is unenforceable or ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, (2) to apply when such prohibition or restriction is no longer in effect, or (3) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach thereto notwithstanding the prohibition or restriction contained in such agreement governing such Grantor’s rights or interests with respect to such airport or fueling consortia and (B) the foregoing exclusions of this clause (iv) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due in respect of any such rights or interest in any airport or fueling consortia, or (2) any proceeds from the collection, sale, license, lease, or other dispositions of any such rights or interest in any airport or fueling consortia); or (v) any (x) goods, (y) accessions, fixtures, and attachments to such goods, including parts and Engines, or (z) in connection with Purchase Money Indebtedness used to purchase
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each of the Secured Party Creditors, to secure the Secured Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any of the Secured Party;Creditors; and
(m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Equity Interests of any CFC or FSHCO, solely to the extent that such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC or FSHCO; (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property, or any other agreement of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver (x) is required by Holdings, Borrower or any other Grantor or (y) has been obtained that would permit Agent’s security interest or lien notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s or any Secured Creditor’s continuing security interests in and Liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); (iii) any United States intent-to-use trademark or service ▇▇▇▇ applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; (iv) Equipment or other assets owned by any Grantor on the date hereof or hereafter acquired that is subject to a Lien securing indebtedness in respect of purchase money financing or similar arrangement or Capitalized Lease Obligations permitted to be incurred pursuant to the provisions of the Credit Agreement if the contract or other agreement in which such Lien is granted (or the documentation providing for such indebtedness in respect of purchase money financing) prohibits the creation of any other Lien on such Equipment or other assets (after giving effect to the applicable anti-assignment provisions of the Code or other applicable law and other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Code or other applicable law notwithstanding such prohibition); (v) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of the Code; (vi) interests in any joint venture to the extent and for so long as the documents governing such joint venture interests prohibit the granting of a security interest therein; (vii) any property of a Person existing at the time such Person is acquired or merged with and into or consolidated with a Grantor in a transaction permitted by the Credit Agreement and to the extent such property is subject to a Permitted Lien (and any refinancing thereof permitted by the Credit Agreement) to the extent and for so long as the contract or other agreement in which such Lien is granted prohibits the creation of any other Lien on such property; (viii) any property to the extent that such grant of a security interest therein is prohibited by any Requirements of Law of a Governmental Authority or requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law by, except to the extent that such Requirement of Law providing for such prohibition or requiring such consent is ineffective under applicable law, (ix) any Collateral that constitutes motor vehicles or other assets subject to a certificate of title statute, (x) any leasehold interest in Real Property but not any Collateral located on such Real Property; (xi) any fee interest in Real Property with a fair market value in excess of $500,000 and (xii) any Collateral as to which the Agent and the Borrower reasonably agree in writing that the cost or other consequences of obtaining a security interest or perfection thereof is excessive when compared to the benefit to the Secured Creditors of the security afforded thereby (as confirmed by written notice to the Borrower). It is hereby understood and agreed that any property described in the preceding proviso, and any property that is otherwise expressly excluded from clauses (i) through (xii) above, shall be excluded from the definition of “Collateral” and shall constitute “Excluded Property”; provided, however, “Excluded Property” shall not include (i) any fee or leasehold parcel of Real Property which, notwithstanding its value, is, as determined by the Borrower in good faith, necessary or integral to the operation of the Plant or to the business of the Credit Parties or to the utility or value of other Mortgaged Property and (ii) any Proceeds, products, substitutions or replacements of Excluded Property (unless such Proceeds, products, substitutions or replacements would otherwise constitute Excluded Property). In addition, in no event shall (a) control agreements or control or similar arrangements be required with respect to deposit accounts or securities accounts, or (b) notices be required to be sent to account debtors or other contractual third-parties prior to the occurrence and during the continuance of an Event of Default.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each the Secured Party Party, for the benefit of itself and the Buyers, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”)located, including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (collectively, the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any the Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any the Secured Party Party, for the benefit of itself and the Buyers, from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Sources: Security Agreement (Valley Forge Composite Technologies, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral including all of such Grantor’s Pledged Notes);
(n) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor’s Securities Accounts;
(p) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) Equity Interests of any Immaterial Subsidiaries, any Excluded Joint Venture, or any other joint venture or similar interest which the Agent deems immaterial after consultation with the Administrative Borrower; or (ii) voting Equity Interests of any Foreign Subsidiary, solely to the extent that such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such Foreign Subsidiary; (iii) any property subject to a Lien permitted under the definition of Permitted Purchase Money Indebtedness; or (iv) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); or (iv) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.
Appears in 1 contract
Sources: Guaranty and Security Agreement (Brooks Automation Inc)
Grant of Security. Each Grantor As security for the repayment and full and prompt performance of its obligations under the Promissory Note, Borrower hereby unconditionally grants, assigns, transfers, pledges and pledges sets over to each Secured Party Lender and hereby grants to Lender a separate, continuing first priority security interest in, all of Borrower's right, title and interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or existing or hereafter acquired arising or arising acquired) in and wherever located to the following property and interests in property (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:"COLLATERAL"):
(a) all of such Grantor’s AccountsInventory;
(b) all of such Grantor’s BooksAccounts;
(c) all of such Grantor’s Chattel PaperPaper and Instruments;
(d) all of such Grantor’s Deposit AccountsDocuments;
(e) all of such Grantor’s Equipment and fixturesEquipment;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s InventoryIntellectual Property;
(h) any and all balances, credits, deposits, accounts or moneys of or in its name in the possession or control of, or in transit to, Lender or any financial institution and all securities, instruments and accounts in which such Grantor’s Investment Related Propertysums are invested from time to time;
(i) all other rights to the payment of money, including, but not limited to, amounts due from any Person, amounts due from any shareholder, tax refunds, insurance proceeds and all indebtedness and other sums owed to such Grantor’s Negotiable CollateralPerson by any of its subsidiaries or affiliates;
(j) all other goods and personal property of such Grantor’s rights in respect of Supporting ObligationsBorrower whether tangible or intangible or whether now owned or hereafter acquired by Borrower and wherever located;
(k) all books, correspondence, credit files, records, invoices, bills of such Grantor’s Commercial Tort Claims;lading and other documents relating to any of the foregoing, including, but not limited to, all tapes, cards, computer runs, ledgers and other papers and documents in the possession or control of Borrower or any computer bureau from time to time acting for Borrower; and
(l) all of such Grantor’s moneyaccessions to, cashsubstitutions for, cash equivalentsand replacements, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, products of any of the foregoing, including including, but not limited to, all rights in, to and under all policies of insurance, including, but not limited to, claims or rights to payments thereunder and proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoingtherefrom, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertycredit insurance.
Appears in 1 contract
Sources: Loan and Security Agreement (Intellect Capital Group LLC)
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s 's Accounts;
(b) all of such Grantor’s 's Books;
(c) all of such Grantor’s 's Chattel Paper;
(d) all of such Grantor’s Deposit Accounts's Commercial Tort Claims identified on Schedule 1 from time to time;
(e) all of such Grantor’s Equipment and fixtures's Deposit Accounts;
(f) all of such Grantor’s General Intangibles's Equipment;
(g) all of such Grantor’s Inventory's Farm Products;
(h) all of such Grantor’s Investment Related Property's Fixtures;
(i) all of such Grantor’s Negotiable Collateral's General Intangibles;
(j) all of such Grantor’s rights in respect of Supporting Obligations's Inventory;
(k) all of such Grantor’s Commercial Tort Claims's Investment Property;
(l) all of such Grantor’s 's Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor's Negotiable Collateral (including all of such Grantor's Pledged Notes)
(n) all of such Grantor's Pledged Interests (including all of such Grantor's Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor's Securities Accounts;
(p) all of such Grantor's Supporting Obligations;
(q) all of such Grantor's money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Farm Products, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “"Proceeds”"). Without limiting the generality of the foregoing, the term “"Proceeds” " includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term "Collateral" shall not include the following (collectively, “Excluded Assets”): (i) voting Equity Interests of any CFC, solely to the extent that (y) such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding voting Equity Interests of such CFC would result in adverse tax consequences (as determined by Borrowers in good faith) or the costs to the Grantors of providing such pledge are unreasonably excessive (as reasonably determined by Agent in consultation with Borrowers) in relation to the benefits to Agent, the other members of the Lender Group, and the Bank Product Providers of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Grantor), it being understood that no Grantor shall pledge any Equity Interests that cannot be pledged to Agent as a result of this clause (i) to any other Person, (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent's security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent's, any other member of the Lender Group's or any Bank Product Provider's continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests), (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law; provided, that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral., (iv) Excluded Accounts, (v) assets of Foreign Subsidiaries; (vi) any assets owned by a Grantor that are located or registered outside of the United States (other than foreign Equity Interests as otherwise provided herein) to the extent a Lien on such assets cannot be created under the United States federal law or the laws of any State of the United States or the District of Columbia; (vii) fixed or capital assets that are subject to a purchase money Lien or a Capital Lease in each case that constitutes a Permitted Lien, to the extent granting a security interest therein would be prohibited or require third party consent that cannot be obtained after use of commercially reasonable efforts; (viii) motor vehicles (or any equipment stored on or in any such motor vehicle), other goods covered by certificates of title or ownership or other rolling stock, in each case, other than to the extent a security interest therein may be perfected by filing a UCC-1 financing statement; (ix) Equity Interests of any Person formed for the purposes of receiving Permitted Joint Venture Investments to the extent their Governing Documents prohibit such Equity Interests from being pledged; (x) any Equity Interests in any Immaterial Subsidiary or any Foreign Subsidiary that is not a First-Tier Foreign Subsidiary; or (xi) any right, title or interest in any Real Property or Fixtures (other than Inventory), other than (1) a Grantor’s fee interest in any owned Real Property for which such Grantor is required to deliver to Agent a Mortgage in accordance with Section 5.12(b) of the Credit Agreement and (2) any Fixtures attached to any such Real Property for which a Mortgage is required to be delivered.
Appears in 1 contract
Sources: Guaranty and Security Agreement (FTS International, Inc.)
Grant of Security. (a) Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party Agent, for the benefit of the Revolving Loan Lenders and the Bank Product Providers, a separate, continuing security interest (each, a herein referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) Grantor’s right, title, and interest in and to its personal property whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(ai) all of such Grantor’s Accounts;
(bii) all of such Grantor’s Books;
(ciii) all of such Grantor’s Chattel Paper;
(div) all of such Grantor’s Deposit Accounts;
(ev) all of such Grantor’s Equipment and fixtures;
(fvi) all of such Grantor’s General Intangibles;
(gvii) all of such Grantor’s Inventory;
(hviii) all of such Grantor’s Investment Related Property;
(iix) all of such Grantor’s Negotiable Collateral;
(jx) all of such Grantor’s rights in respect of Supporting Obligations;
(kxi) all of such Grantor’s Commercial Tort Claims;
(lxii) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Partyother member of the Lender Group;
(mxiii) all of such Grantor’s Hydrocarbons and Hydrocarbon Interests;
(xiv) all of such Grantor’s Oil and Gas Properties; and
(xv) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.
(b) Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of the Term Loan Lenders, a continuing Security Interest in all such Grantor’s Right, title, and interest in and to the Collateral.
(c) As set forth in separate granting clauses contained in subsections (a) and (b) above, it is the intent of the Grantors, the Agent and the Lenders that this Agreement shall create two separate and distinct Liens, a first senior Lien in favor of the Agent, for the benefit of the Revolving Loan Lenders, the Bank Product Providers and the Administrative Agent and a second senior Lien in favor of the Agent, for the benefit of the Term Loan Lenders and the Administrative Agent. Notwithstanding anything herein to the contrary, the term “Collateral” shall not include, and no Grantor is pledging, nor granting a security interest hereunder in, any of such Grantor’s right, title or interest in (A) any license, contract or agreement to which such Grantor is a party as of the date hereof or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the express terms of such license, contract or agreement on the date hereof result in a breach of the terms of, or constitute a default under, such license, contract, or agreement (other than to the extent that any such term (i) has been waived or (ii) would be rendered ineffective pursuant to Sections 9-406, 9-408 or 9-409 of the Code or other applicable provisions of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that (x) immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such right, title and interest as if such provision had never been in effect and (y) the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect Agent’s unconditional continuing security interest in and liens upon any rights or interest of a Grantor in or to the proceeds of, or any monies due or to become due under, any such license, contract or agreement or (B) all intent-to-use Untied States trademark applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively, or if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office, provided that, upon such filing and acceptance, such intent-to-use applications shall be included in the definition of Collateral. Prior to an Event of Default, in the event of any conflict between the terms of the Mortgages with respect to Collateral other than Deed of Trust Property described in clauses (a) through (g) of Section 1.01 of the Mortgages (such Collateral other than such other Deed of Trust Property being the “UCC Property”) on the one hand and the terms of this Agreement with respect to the UCC Property on the other hand, the terms of this Agreement shall be controlling and, after the occurrence of an Event of Default, in the event of any conflict between the remedies and application of proceeds provisions in the Mortgages and those in this Agreement, in each case with respect to the UCC Property, the terms of this Agreement shall be controlling.
Appears in 1 contract
Grant of Security. Each As collateral security for the full, prompt, complete and final payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all the Obligations, Grantor hereby unconditionally grants, assigns, grants to Lender a lien on and pledges to each Secured Party a separate, continuing security interest (eachin, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, title and interest in in, to and to under the following, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such which being collectively referred to herein as the "Collateral"):
a. All Accounts of Grantor (including, but not limited to, and notwithstanding anything in this Agreement to the contrary, any and all proceeds, money or accounts under all Contracts (without exception).
b. All Chattel Paper of Grantor’s Accounts;
(b) all c. All Contracts of such Grantor’s Books;
(c) all d. All Deposit Accounts of such Grantor’s Chattel Paper;
(d) all e. All Documents of such Grantor’s Deposit Accounts;
(e) all f. All Equipment of such Grantor’s Equipment and fixtures;
(f) all g. All Fixtures of such Grantor’s General Intangibles;
(g) all h. All General Intangibles of such Grantor’s Inventory;
(h) all i. All Instruments of such Grantor’s Investment Related Property, including, without limitation, Promissory Notes;
(i) all j. All Inventory of such Grantor’s Negotiable Collateral;
(j) all k. All Investment Property of such Grantor’s rights in respect of Supporting Obligations;
(k) all l. All Letter-of-Credit Rights of such Grantor’s Commercial Tort Claims;
(l) m. All Supporting Obligations of Grantor;
n. All property of Grantor held by Lender, including, without limitation, all property of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that every description now or hereafter come into in the possessionpossession or custody of or in transit to Lender for any purpose, custodyincluding, without limitation, safekeeping, collection or pledge, for the account of Grantor, or control of as to which Grantor may have any Secured Partyright or power;
(m) all o. All other goods and personal property of the proceeds and productsGrantor wherever located, whether tangible or intangible, of any of the foregoingand whether now owned or hereafter acquired, including proceeds of insurance existing, leased or Commercial Tort Claims covering consigned by or relating to any Grantor, except those goods and personal property which are excluded pursuant to Section 2(c) or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, 2(h) hereunder; and, to
p. To the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason all Proceeds of loss or damage to, or otherwise with respect to any each of the foregoing (the “Proceeds”). Without limiting the generality and all accessions to, substitutions and replacements for and rents, profits and products of each of the foregoing. If Grantor shall at any time acquire a Commercial Tort Claim, Grantor shall promptly notify the Lender in a writing signed by Grantor of the brief details thereof and grant to Lender in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Lender. Grantor hereby authorizes the Lender to file, without Grantor's signature thereon and at Grantor's expense, financing statements, continuation statements (including "in lieu" continuation statements) and amendments thereto, that describe the Collateral and which contain any other information required by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including if Grantor is an organization, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, type of organization and includes proceeds of any indemnity or guaranty payable organization identification number issued to any Grantor or any Secured Party from time to time with respect to any of the Investment Related PropertyGrantor.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a “hereinafter referred to as the "Security Interest” and, collectively, the “Security Interests”") in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, and interest in all present and to after acquired personal property including the following, whether now owned or hereafter acquired or arising and wherever located:located (the "Collateral"):
(a) all of such Grantor’s 's Accounts;
(b) all of such Grantor’s 's Books;
(c) all of such Grantor’s 's Chattel Paper;
(d) all of such Grantor’s Deposit Accounts's Commercial Tort Claims;
(e) all of such Grantor’s Equipment and fixtures's Deposit Accounts;
(f) all of such Grantor’s General Intangibles's Equipment;
(g) all of such Grantor’s Inventory's Farm Products;
(h) all of such Grantor’s Investment Related Property's Fixtures;
(i) all of such Grantor’s Negotiable Collateral's General Intangibles;
(j) all of such Grantor’s rights in respect of Supporting Obligations's Inventory;
(k) all of such Grantor’s Commercial Tort Claims's Investment Property;
(l) all of such Grantor’s 's Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor's Negotiable Collateral;
(n) all of such Grantor's Pledged Interests (including all of such Grantor's Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor's Securities Accounts;
(p) all of such Grantor's Supporting Obligations;
(q) all of such Grantor's money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Partyother member of the Lender Group;
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “"Proceeds”"). Without limiting the generality of the foregoing, the term “"Proceeds” " includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each Secured Party member of the Lender Group and each of the Bank Product Providers a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent or any Secured Partyother member of the Lender Group;
(m) all of such Grantor’s other personal property; and
(n) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Stock of any CFC, solely to the extent that such Stock is not required to be pledged pursuant to Section 5.11 of the Credit Agreement; or (ii) any rights or interest in any contract, lease, permit, license, charter or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, charter or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, charter or license agreement (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit the Security Interest or Lien notwithstanding the prohibition or restriction on the pledge of such asset and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, charter, license agreement, asset, or Stock (including any Accounts or Stock), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, license agreement, asset, or Stock); (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law; or (iv) property that is subject to a Lien that is otherwise permitted by clause (f) of the definition of Permitted Lien under the Credit Agreement; provided, that the governing documents granting such Liens prohibit the granting of Liens securing the Obligations on such property and upon the release of any such Lien, such property shall automatically become part of the Collateral.
Appears in 1 contract
Sources: Security Agreement (Realpage Inc)
Grant of Security. Each Grantor Borrower hereby unconditionally grants, assignsassigns and transfers to the Lender, and pledges hereby grants to each Secured Party the Lender, a separate, continuing security interest (each, a “Security Interest” and, collectively, in and continuing lien on all of the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether Borrower, including the following property, in each case, wherever located and now owned or at any time hereafter acquired by such Borrower or arising and wherever located in which such Borrower now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), includingas collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, without limitation, such Grantor’s right, title, and interest in and to by acceleration or otherwise) of the following, whether now owned or hereafter acquired or arising and wherever locatedObligations:
(a) all of such Grantor’s Accountsthe Pledged Equity Interests;
(b) all of such Grantor’s BooksAccounts;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s General IntangiblesDocuments;
(g) all of such Grantor’s InventoryEquipment;
(h) all of such Grantor’s Investment Related Property;Fixtures
(i) all of such Grantor’s Negotiable CollateralGeneral Intangibles;
(j) all of such Grantor’s rights in respect of Supporting ObligationsInstruments;
(k) all of such Grantor’s Commercial Tort ClaimsInsurance;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyIntellectual Property;
(m) all Inventory;
(n) all Investment Property;
(o) all Letter of Credit Rights;
(p) all Receivables;
(q) all Books and Records;
(r) (i) all money, cash and cash equivalents, and (ii) all cash held as cash collateral to the proceeds extent not otherwise constituting Collateral, all other cash or property at any time on deposit with or held by the Lender for the account of any Borrower (whether for safekeeping, custody, pledge, transmission or otherwise);
(s) to the extent not otherwise included, all other property of such Borrower and all Proceeds and products, whether tangible or intangibleaccessions, rents and profits of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or and all of the foregoing, and any foregoing and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of collateral security and guarantees given by any of the foregoing, the proceeds of any award in condemnation Person with respect to any of the foregoing; and
(t) all Goods not otherwise described above. Notwithstanding anything herein to the contrary, (w) each Borrower shall remain liable for all obligations under the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Lender, (x) each Borrower shall remain liable under each of the agreements included in the Collateral, including any rebates or refundsReceivables and any agreements relating to Pledged Equity Interests, whether for taxes or otherwise, to perform all of the obligations undertaken by it thereunder all in accordance with and all proceeds of any such proceeds, or any portion thereof or interest therein, pursuant to the terms and the proceeds provisions thereof, and all proceeds (y) the Lender shall not have (i) obligation or liability under any of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable such agreements by reason of loss or damage toarising out of this Agreement or any other document related thereto, (ii) any obligation to make any inquiry as to the nature or otherwise with respect sufficiency of any payment received by it or (iii) any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreement relating to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntaryReceivables and any agreements relating to Pledged Equity Interests, and includes proceeds (z) the exercise by the Lender of any indemnity or guaranty payable to of its rights hereunder shall not release any Grantor or any Secured Party Borrower from time to time with respect to any of its duties or obligations under the Investment Related Propertycontracts and agreements included in the Collateral.
Appears in 1 contract
Sources: Loan and Security Agreement (Zoo Entertainment, Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each Secured Party Party, to secure the Secured Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims now or hereafter described on Schedule 1;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Insurance;
(k) all of such Grantor’s Instruments;
(l) all of such Grantor’s Inventory;
(hm) all of such Grantor’s Investment Related Property;
(in) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(o) all of such Grantor’s Letter of Credit Rights;
(p) all of such Grantor’s Negotiable CollateralCollateral (including all of such Grantor’s Pledged Notes);
(jq) all of such Grantor’s rights in respect Pledged Interests (including all of Supporting Obligationssuch Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(kr) all of such Grantor’s Commercial Tort ClaimsSecurities Accounts;
(ls) all of such Grantor’s Supporting Obligations;
(t) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any other Secured Party;
(mu) all of such Grantor’s Goods not otherwise described above; and
(v) all of the proceeds (as such term is defined in the UCC) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Sources: Revolving Credit Agreement (Turning Point Brands, Inc.)
Grant of Security. Each Grantor hereby unconditionally grantsgrants to the Administrative Agent, assignsfor the ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title and pledges interest in and to the following, other than Excluded Property (as hereinafter defined), in each case, as to each Secured Party a separatetype of property described below, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising and wherever located (collectively, the “Collateral”):
(a) all Accounts;
(b) all cash and Cash Equivalents;
(c) all Chattel Paper;
(d) all Commercial Tort Claims set forth on Schedule IV hereto or for which notice is provided pursuant to Section 5(b) below;
(e) all Deposit Accounts;
(f) all Documents;
(g) all Equipment;
(h) all Farm Products;
(i) Subject to Section 23 hereof, all Fixtures;
(j) all General Intangibles;
(k) all Goods;
(l) all Instruments;
(m) all Inventory;
(n) all Letter-of-Credit Rights;
(o) the following (the “Security Collateral”):
(i) all indebtedness from time to time owed to such Grantor (the “Pledged Debt”), and the instruments and promissory notes, if any, evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt;
(ii) all Equity Interests from time to time acquired, owned or held by such Grantor in any manner, including, without limitation, the Equity Interests of each Grantor set forth opposite such Grantor’s name on and otherwise described on Schedule II (as such Schedule II may be supplemented from time to time by supplements to this Agreement) (all such Equity Interests, being the “Pledged Equity”), and the certificates, if any, representing such additional shares or units or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other Equity Interests and all warrants, rights or options issued thereon or with respect thereto; provided that such Grantor shall not be required to pledge, and the terms “Pledged Equity” and “Security Collateral” used in this Agreement shall not include any Equity Interests in any Foreign Subsidiary (or any Domestic Subsidiary if substantially all of its assets consist of Equity Interests of one or more Foreign Subsidiaries) acquired, owned or otherwise held by such Grantor which, when aggregated with all of the other shares of stock in such Subsidiary pledged by such Grantor, would result in more than 65% of the shares of stock in such Subsidiary entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Code) (the “Voting Foreign Stock”) being pledged to the Administrative Agent, on behalf of the Secured Parties under this Agreement; provided, further, that all of the shares of stock or units or other Equity Interests in such Foreign Subsidiary not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Code) (the “Non-Voting Foreign Stock”) shall be pledged by such Grantor; and
(iii) all Investment Property and all Financial Assets, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange therefor and all warrants, rights or options issued thereon or with respect thereto;
(p) all contracts and agreements between any Grantor and one or more additional parties (including, without limitation, any Swap Contracts, licensing agreements and any partnership agreements, joint venture agreements, limited liability company agreements) and the IP Agreements (as hereinafter defined), in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the “Assigned Agreements”), including, without limitation, all rights of such Grantor’s right, title, and interest in Grantor to receive moneys due and to become due under or pursuant to the followingAssigned Agreements, whether now owned or hereafter acquired or arising and wherever located:
(a) all of such Grantor’s AccountsCollateral being the “Agreement Collateral”);
(bq) all of such Grantor’s Books;
the following (c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;collectively, the “Intellectual Property Collateral”):
(i) all of such Grantor’s Negotiable Collateralpatents, patent applications, utility models, statutory invention registrations and all inventions claimed or disclosed therein and all improvements thereto (“Patents”);
(jii) all trademarks, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether registered or unregistered (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such Grantor’s rights intent-to-use trademark applications under applicable federal law), together, in respect of Supporting Obligationseach case, with the goodwill symbolized thereby (“Trademarks”);
(kiii) all of such Grantor’s Commercial Tort Claimscopyrights, including, without limitation, copyrights in Computer Software (as hereinafter defined), internet web sites and the content thereof, whether registered or unregistered (“Copyrights”);
(liv) all of such Grantor’s moneycomputer software, cashprograms and databases (including, cash equivalentswithout limitation, or other assets of each such Grantor that now or hereafter come into the possessionsource code, custodyobject code and all related applications and data files), or control firmware and documentation and materials relating thereto, together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any Secured Partyof the foregoing (“Computer Software”);
(mv) all confidential and proprietary information, including, without limitation, know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (collectively, “Trade Secrets”), and all other intellectual, industrial and intangible property of the proceeds any type, including, without limitation, industrial designs and products, whether tangible or intangible, of mask works;
(vi) all registrations and applications for registration for any of the foregoing, including proceeds including, without limitation, those registrations and applications for registration set forth in Schedule III hereto (as such Schedule III may be supplemented from time to time by supplements to this Agreement, each such supplement being substantially in the form of insurance or Commercial Tort Claims covering or relating Exhibit C hereto (an “IP Security Agreement Supplement”) executed by such Grantor to any or the Administrative Agent from time to time), together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;
(vii) all tangible embodiments of the foregoing, and any all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all Accountsother rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;
(viii) all agreements, Bookspermits, Chattel Paperconsents, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from orders and franchises relating to the sale, lease, license, exchangedevelopment, collection, use or other disposition disclosure of any of the foregoingforegoing to which such Grantor, the proceeds of now or hereafter, is a party or a beneficiary (“IP Agreements”); and
(ix) any award in condemnation and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages;
(r) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any rebates of the Collateral;
(s) and all other tangible and intangible personal property of whatever nature whether or refundsnot covered by Article 9 of the UCC; and
(t) all proceeds of, whether for taxes collateral for, income, royalties and other payments now or otherwisehereafter due and payable with respect to, and Supporting Obligations relating to, any and all proceeds of any such the Collateral (including, without limitation, proceeds, or any portion thereof or interest therein, collateral and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction Supporting Obligations that constitute property of the above, whether insured or not insuredtypes described in clauses (a) through (s) of this Section 1), and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing Collateral, and cash; provided that notwithstanding anything to the contrary contained in the foregoing clauses (a) through (t), the security interest created by this Agreement shall not extend to, and the terms “Collateral,” “Security Collateral,” “Agreement Collateral,” “Intellectual Property Collateral” and other terms defining the components of the Collateral in the foregoing clauses (a) through (t) shall not include, any of the following (collectively, the “ProceedsExcluded Property”):
(i) any Equity Interests issued by an Unrestricted Subsidiary;
(ii) any Voting Foreign Stock excluded from the Pledged Equity and Security Collateral pursuant to the proviso to clause (o)(ii) above;
(iii) any lease, license or other agreement or any property subject to a purchase money Lien permitted under the Credit Agreement to the extent that (and only for so long as) a grant of a security interest therein would violate or invalidate such lease, license, agreement, or purchase money arrangement, or create a right of termination in favor of any other party thereto (other than any Grantor). Without limiting , in each case to the generality extent not rendered unenforceable pursuant to applicable provisions of the foregoingUCC or other applicable law, provided, that the Collateral includes proceeds and receivables of any property excluded under this clause (iii), the term “Proceeds” includes whatever assignment of which is receivable or received when Investment Related Property or proceeds are soldexpressly deemed effective under the UCC notwithstanding such prohibition; and
(iv) any Equity Interests in Joint Ventures to the extent that the grant of a security interest therein would require the consent of any Person who owns Equity Interests in such Joint Venture (other than an Affiliate of the Borrower) which consent has not been obtained; provided, exchangedfurther, collectedthat notwithstanding anything to the contrary contained in the foregoing clauses (a) through (t), no Grantor shall be required to (x) except with respect to Cash Collateral Accounts, enter into control agreements with respect to, or otherwise disposed ofperfect any security interest by “control” over, whether such disposition is voluntary or involuntarysecurities accounts, deposit accounts, other bank accounts, cash and includes proceeds cash equivalents and accounts related to the clearing, payment processing and similar operations of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time the Borrower and its Restricted Subsidiaries, (y) except with respect to Pledged Equity in Material Foreign Subsidiaries, take any action in any jurisdiction (other than in the United States of America, any state thereof and the District of Columbia) to perfect any security interest in Equity Interests of Foreign Subsidiaries, or (z) perfect the security interest in the following other than by the filing of a UCC financing statement: (1) crops or farm products, (2) vehicles and other equipment subject to a certificate of title statute, (3) Fixtures, except to the extent that the same are Equipment or are related to real property covered or intended by the Loan Documents to be covered by a mortgage in favor of the Investment Related PropertyLenders, (4) leasehold interests, (5) Assigned Agreements and (6) Letter-of-Credit Rights (collectively, the “Perfection Exceptions”).
Appears in 1 contract
Sources: Security Agreement (Solgar)
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Collateral Agent, for the benefit of each Secured Party Party, to secure the Secured Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims listed on Schedule 1 and for which notice is provided pursuant to Section 6(e) of this Agreement;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(il) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral;
(jn) all of such Grantor’s rights in respect Pledged Interests (including all of Supporting Obligationssuch Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(ko) all of such Grantor’s Commercial Tort ClaimsSecurities Accounts;
(lp) all of such Grantor’s Supporting Obligations;
(q) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Collateral Agent (or its agent or designee) or any Secured Party;Lender; and
(mr) all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Farm Products, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Collateral Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) any rights or interest in any Real Estate Asset that is not a Material Real Estate Asset, any lease, permit, license, or license agreement covering real property of any Grantor, (ii) such assets that cannot be subject to a security interest due to applicable law, rule or regulation, or under the terms of the asset or the governing document applicable thereto, without the consent of one or more parties thereto other than any Loan Party or Affiliate of a Loan Party, (provided, that (A) the foregoing exclusions of clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Collateral Agent’s security interest or lien to attach notwithstanding the prohibition or required consent, and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Collateral Agent’s, any Lender’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described lease, permit, license, license agreement, or Capital Stock (including any Accounts or Capital Stock), or (2) any proceeds from the sale, license, lease, or other dispositions of any such lease, permit, license, license agreement, or Capital Stock), (iii) [reserved], (iv) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law; provided, that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral, (v) those assets as to which Borrower and the Required Lenders reasonably agree in writing that the cost of obtaining such a security interest are excessive in relation to the benefit to the Lenders of the security to be afforded thereby, (vi) any Margin Stock, (vii) assets (other than furniture) subject to capital leases and purchase money financings to the extent such capital leases and purchase money financings are permitted under Sections 6.01, 6.02 or 6.07 of the Credit Agreement and prohibit the granting of a Lien, (viii) Excluded Accounts, (ix) escrow accounts and trust accounts, in each case entered into in the ordinary course of business, where the applicable Grantor holds the funds exclusively for the benefit of an unaffiliated third party, (x) Capital Stock in any person, other than any wholly owned Subsidiary, to the extent a security interest therein is not permitted by the terms of the documents governing the equity interests in such person, including any joint venture document, solely to the extent such joint venture or other investment is permitted under Section 6.07 of the Credit Agreement, in an aggregate amount not to exceed $100,000; provided, that the Grantor shall use commercially reasonable efforts to avoid the inclusion of any anti-assignment provisions in all such after-acquired Capital Stock; and (xi) any Letter of Credit Rights to the extent not constituting Supporting Obligations and having an aggregate value or face amount of $250,000 or less (except to the extent a security interest therein can be perfected by the filing of Uniform Commercial Code financing statements) (collectively, the “Excluded Assets”).
Appears in 1 contract
Grant of Security. Each The Grantor hereby unconditionally grants, assignspledges to the Secured Party, and pledges hereby grants to each the Secured Party a separateParty, continuing security all of the Grantor’s right, title and interest (eachin and to all personal and real property of the Grantor of whatever type or description, a “Security Interest” andwherever located, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter existing or acquired or arising and wherever located (collectively, by the “Collateral”)Grantor, including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:following (the “Collateral”):
(a) all Goods, including (i) all equipment in all of its forms of the Grantor, wherever located, including all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor (any and all of the foregoing being the “Equipment”) and (ii) all inventory all of its forms of the Grantor, wherever located, including
(i) all raw materials and work in process therefor, finished goods thereof, and materials used or consumed in the manufacture or production thereof,
(ii) all goods in which the Grantor has an interest in mass or a joint or other interest or right of any kind (including goods in which the Grantor has an interest or right as consignee), and
(iii) all goods which are returned to or repossessed by the Grantor, and all accessions thereto, products thereof and documents therefor (any and all such Grantor’s Accountsinventory, materials, goods, accessions, products and documents being the “Inventory”);
(b) all of such Accounts (including health-care-insurance receivables), contracts, contract rights, chattel paper (whether tangible or electronic), documents, instruments and general intangibles (including payment intangibles and software), rental agreement, or any part thereof, including, but not limited to Grantor’s Booksright to receive, either directly or indirectly, from any person, any rents or other payments due and payable under such agreements) of the Grantor, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights of the Grantor now or hereafter existing in and to all security agreements, guaranties, leases and other contracts securing or otherwise relating to any such accounts, contracts, contract rights, chattel paper, documents, instruments and general intangibles (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments and general intangibles being the “Receivables”, and any and all such security agreements, guaranties, leases and other contracts being the “Related Contracts”);
(c) all books and records relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of such Grantor’s Chattel Paperthe foregoing in this Section 2.1;
(d) all of such Grantor’s Deposit AccountsGeneral Intangibles;
(e) all of such Grantor’s Equipment and fixtures;Investment Property; and
(f) all products, rents, issues, profits, returns, income and proceeds of such Grantor’s General Intangibles;
(g) and from any and all of such Grantor’s Inventory;
the foregoing Collateral (hincluding proceeds which constitute property of the types described in clauses (a), (b), (c), (d) all of such Grantor’s Investment Related Property;
and (e). Notwithstanding anything herein to the contrary, the Collateral shall exclude (i) all of such Grantor’s Negotiable Collateral;
(j) all of such the Grantor’s rights in respect under contracts and agreements which by their terms prohibit the granting of Supporting Obligations;
a security interest therein or assignment thereof (k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, except to the extent not otherwise includedsuch prohibitions are ineffective under Sections 9-406, any indemnity9-407, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any 9-408 and 9-409 of the foregoing U.C.C. or other applicable law) and (ii) Equipment which is the “Proceeds”). Without limiting the generality subject of the foregoing, the term “Proceeds” includes whatever is receivable a capitalized lease or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertypurchase money financing.
Appears in 1 contract
Sources: Security Agreement (Tucows Inc /Pa/)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party Party, a separate, continuing security interest (each, a herein referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any the Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Sources: Intercreditor Agreement (Bell Industries Inc /New/)
Grant of Security. Each Grantor has pledged and assigned, hereby unconditionally grants, assignsratifies such prior pledge and assignment, and further hereby pledges and assigns to each Secured Party Party, for Secured Party's benefit and the benefit of Lenders, and has granted, hereby ratifies such prior grant and further hereby grants to Secured Party, for Secured Party's benefit and the benefit of Lenders, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising Grantor's right, title and wherever located (collectively, the “Collateral”)interest in and to all personal property, including, without limitation, the following, in each case whether now or hereafter existing or in which such Grantor now has or hereafter acquires an interest and wherever the same may be located (with respect to any or all Grantors, the "COLLATERAL"):
(a) all equipment in all of its forms, all parts thereof and all accessions thereto (any and all such equipment, parts and accessions of Grantors being the "EQUIPMENT");
(b) all inventory in all of its forms including, but not limited to, (i) all goods held by such Grantor for sale or lease or to be furnished under contracts of service or so leased or furnished, (ii) all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in such Grantor’s right's business, title(iii) all goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind, and interest in (iv) all goods that are returned to or repossessed by such Grantor and all accessions thereto and products thereof (all such inventory, accessions and products of Grantors being the "INVENTORY") and all negotiable documents of title (including without limitation warehouse receipts, dock receipts and bills of lading) issued by any Person covering any Inventory (any such negotiable document of title being a "NEGOTIABLE DOCUMENT OF TITLE");
(c) all accounts (including, without limitation, all accounts set forth on Schedule IV annexed hereto), receivables, contract rights, other payment rights of any kind, chattel paper (whether tangible or electronic), documents, instruments (including, without limitation, promissory notes), investment property, letter-of-credit rights (whether or not such letter of credit is evidenced by a writing), health-care-insurance receivables, supporting obligations, general intangibles, including, without limitation, payment intangibles, software, all intangible personal property relating to the followingrecordation, monitoring, collection, servicing and payment of Accounts (as hereinafter defined), (including, without limitation, all rights, whether for payment or performance, under (a) managed care contracts, preferred provider contracts, and other contracts with health or medical insurance companies or public or governmental entities relating to the payment of or reimbursement for medical, health care and other services and products provided by the Grantor, including, without limitation, all rights in any way related to the Medicare, Medicaid or any other state or federal programs and (b) data processing contracts, computer software licenses, cash management contracts and other contracts and licenses relating to the servicing of Accounts), and, to the extent not listed above as original Collateral, proceeds and products of the foregoing (collectively, the "ACCOUNTS"), and any and all security agreements, leases and other contracts securing or otherwise relating to the Accounts (collectively, the "RELATED CONTRACTS"), whether now owned or hereafter acquired or arising and wherever located:
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paperacquired;
(d) to the extent not included in any other paragraph of this Section 1, all agreements, contracts and assignments including without limitation those whereby Grantor obtains goods, services or rights that are useful or necessary to the business or operations of Grantor as each such agreement, contract and assignment may be amended, supplemented, restated or otherwise modified from time to time (said agreements, contracts and assignments, as so amended, supplemented, restated or modified, are referred to herein individually as an "ASSIGNED AGREEMENT" and collectively as the "ASSIGNED AGREEMENTS"), including without limitation (i) all rights of Grantor to receive moneys due or to become due under or pursuant to the Assigned Agreements, (ii) all rights of Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) all claims of Grantor for damages arising out of any breach of or default under the Assigned Agreements, (iv) all rights of Grantor to terminate, amend, supplement, modify or exercise rights or options under the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder, and (v) all agreements, permits, certifications or other rights related to the operation of Grantor’s Deposit Accounts's businesses;
(e) all deposit accounts, including, without limitation, any account for the concentration or collection of such Grantor’s Equipment the funds of Grantor and fixturesits Subsidiaries maintained with PNC Bank, National Association, and its successors and assigns, and all deposit accounts maintained with Secured Party or any Lender or any other party;
(f) all trademarks and tradenames (including, without limitation, all trademarks and tradenames set forth on Schedule III annexed hereto), tradesecrets, business names, patents, patent applications, licenses, certificates, operating agreements, permits, copyrights, registrations and franchise rights, and all goodwill associated with any of such Grantor’s General Intangiblesthe foregoing;
(g) to the extent not included in any other paragraph of this Section 1, all of such Grantor’s Inventoryother general intangibles (including without limitation tax refunds, rights to payment or performance, choses in action and judgments taken on any rights or claims, whether included in the Collateral or otherwise) and commercial tort claims, whether now owned or hereafter acquired;
(h) all of such Grantor’s Investment Related Propertyplant fixtures, business fixtures and other fixtures and storage and office facilities, and all accessions thereto and products thereof;
(i) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to any of such Grantor’s Negotiable Collateral;the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and
(j) all of such Grantor’s 's right, title and interest as a general partner or member in the Joint Ventures, whether now owned or hereafter acquired, including without limitation all of such Grantor's right, title and interest in, to and under all partnership agreements or limited liability agreements entered into from time to time by Grantor (as amended to the date hereof and as they may hereafter be amended, supplemented or otherwise modified from time to time, the "JOINT VENTURE AGREEMENTS") including without such limitation such Grantor's right to vote and to manage and administer the business of such Joint Ventures, together with all other rights, interests, claims and other property of such Grantor in any manner arising out of or relating to its general partnership or membership interests in such Joint Ventures, whatever their respective kind or character, whether they are tangible or intangible property, and wheresoever they may exist or be located, and further including, without limitation, all of the rights of such Grantor as a general partner or member of any of such Joint Ventures: (i) to (x) receive money due and to become due (including without limitation dividends, distributions, interest, income from partnership or limited liability company properties and operations, proceeds of the sale of partnership or limited liability company assets and returns of capital) under or pursuant to any of such Joint Venture Agreements, (y) receive payments upon termination of any of such Joint Venture Agreements, and (z) receive any other payments or distributions, whether cash or noncash, in respect of Supporting Obligationssuch Grantor's general partnership or membership interests evidenced by any of such Joint Venture Agreements; (ii) in and with respect to claims and causes of action arising out of or relating to any of such Joint Ventures; and (iii) to have access to the books and records of any of such Joint Venture and to other information concerning or affecting such Joint Ventures;
(k) all of such Grantor’s Commercial Tort Claims;'s right, title and interest as a member of any limited liability company that is a Subsidiary (each, an "LLC" and, collectively, the "LLCS"), whether now owned or hereafter acquired, including without limitation all of such Grantor's right, title and interest in, to and under each limited liability company agreement, as amended to the date hereof and as it may hereafter be amended, supplemented or otherwise modified from time to time, (each an "LLC AGREEMENT" and collectively, the "LLC AGREEMENTS") of such LLC (including without limitation, such Grantor's right to vote and to manage and administer the business of such LLC), together with all other rights, interests, claims and other property of such Grantor in any manner arising out of or relating to its interest in such LLC, whatever their respective kind or character, whether they are tangible or intangible property, and wheresoever they may exist or be located, further including, without limitation, all of the rights of such Grantor as a member of such LLC: (i) to (x) receive money due and to become due (including without limitation dividends, distributions, interest, income from LLC properties and operations, proceeds of sale of LLC assets and return of capital) under or pursuant to such LLC Agreement, (y) receive payments upon termination of such LLC Agreement, and (z) receive any other payments or distributions, whether cash or noncash, in respect of such Grantor's membership interest evidenced by such LLC Agreement; (ii) in and with respect to claims and causes of action arising out of or relating to such LLC; and (iii) to have access to such LLC's books and records and to other information concerning or affecting such LLC; and additionally including without limitation any "certificate of interest" or "certificates of interest" (or other certificates or instruments however designated or titled) issued by or on behalf of any LLC and evidencing such Grantor's interest as a member of such LLC (collectively, the "CERTIFICATE" with respect to such LLC or Subsidiary) and any interest of such Grantor in the entries on the books of such LLC or of any financial intermediary pertaining to such Grantor's interest as a member of such LLC; and
(l) all proceeds, products, rents and profits of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of from any Secured Party;
(m) and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, foregoing Collateral and, to the extent not otherwise included, all payments under insurance (whether or not Secured Party is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing (the “Proceeds”)Collateral. Without limiting the generality For purposes of the foregoingthis Agreement, the term “Proceeds” "PROCEEDS" includes whatever is receivable or received when Investment Related Property Collateral or proceeds are sold, exchanged, collected, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Sources: Subsidiary Security Agreement (American Homepatient Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns and transfers to the Administrative Agent, and pledges hereby grants to each the Administrative Agent, for the ratable benefit of the Secured Party Parties, a separate, continuing security interest (eachin, a “Security Interest” and, collectively, all of the “Security Interests”) in all assets of such Grantor (other than Real Property) whether following property now owned or at any time hereafter acquired by such Grantor or arising and wherever located in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), includingas collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, without limitation, by acceleration or otherwise) of such Grantor’s rightObligations:
(a) all Securities and all options and warrants to purchase Securities (and all certificates, titleCertificated Securities, Chattel Paper or Instruments evidencing such Securities);
(b) all Pledged Accounts; including any and interest all assets of whatever type or kind deposited in and to the followingany such Pledged Account, whether now owned or hereafter acquired acquired, existing or arising (including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments or interests therein of any type or nature deposited or required by the Credit Agreement or any other Loan Document to be deposited in such Pledged Account, and wherever located:
all investments and all certificates and other instruments (aincluding depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Grantor’s Accounts;
(b) all of such Grantor’s Booksthe foregoing);
(c) all of such Grantor’s Chattel Paper;books and records pertaining to the Collateral; and
(d) to the extent not otherwise included, all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment Proceeds, Supporting Obligations and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control products of any Secured Party;
(m) and all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to all Security Entitlements owned by such Grantor in any or and all of the foregoing, and all collateral security and guarantees given by any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation Person with respect to any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest (i) is of more than 66% of the total voting stock of any Excluded Foreign Subsidiary, (ii) is of a general partner interest held by a Grantor in a Colony Fund, (iii) is prohibited by any Requirements of Law of a Governmental Authority, requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or (iv) in the case of any Collateral constituting a Security of any Pledged Affiliate, is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any rebates contract, license, agreement, instrument or refunds, whether for taxes other document evidencing or otherwise, and all proceeds giving rise to such property or any material agreement of any such proceeds, Pledged AffiliateIssuer (or any portion thereof Investment Asset Issuer or Affiliated Investor in which such Pledged AffiliateIssuer owns a direct or indirect equity interest) prohibiting a grant of such security interest thereinin such Security, and the proceeds thereofincluding, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise includedwithout limitation, any indemnity, warranty, applicable shareholder or guaranty payable by reason of loss or damage to, or otherwise with respect to similar agreement (other than any of the foregoing issued by a Grantor) or any agreements relating to Indebtedness permitted pursuant to the Credit Agreement that are either applicable to such Pledged AffiliateIssuer, any Investment Asset held directly or indirectly by such Pledged AffiliateIssuer or to any Investment Asset Issuer or any Affiliated Investor in which such Pledged AffiliateIssuer owns a direct or indirect equity interest, in each case with respect to clauses (iii) and (iv) of this paragraph, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requirement of such consent is ineffective under applicable law (the property excluded from Collateral pursuant to this paragraph, the “ProceedsExcluded Collateral”). Without limiting Notwithstanding anything to the generality of the foregoingcontrary set forth in this Agreement, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are soldrepresentations, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, warranties and includes proceeds of any indemnity or guaranty payable covenants set forth herein applicable to any Grantor or any Secured Party from time Collateral shall not apply to time with respect to any of the Investment Related PropertyExcluded Collateral.
Appears in 1 contract
Grant of Security. Each As collateral security for the prompt and complete payment and performance when due of all Secured Obligations, each Grantor hereby unconditionally grants, assigns, pledges, and pledges grants to each the Collateral Agent for the benefit of the Secured Party Parties a separate, lien on and continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) Grantor’s right, title and interest in, to and under, all items described in this Section 2, whether now owned or hereafter acquired or arising by such Grantor and wherever located and whether now owned or hereafter existing or arising (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Bookscash and cash equivalents;
(c) all of such Grantor’s Chattel PaperCash Collateral;
(d) all of such Grantor’s Deposit AccountsCertificated Equipment;
(e) all of such Grantor’s Equipment and fixturesChattel Paper;
(f) all of such Grantor’s General IntangiblesCommercial Tort Claims;
(g) all of such Grantor’s InventoryCommodity Accounts;
(h) all of Contracts, all Contract Rights, Contract Documents and Accounts associated with such Grantor’s Investment Related PropertyContracts and each and every document granting security to such Grantor under any such Contract;
(i) all of such Grantor’s Negotiable CollateralDeposit Accounts;
(j) all of such Grantor’s rights in respect of Supporting ObligationsDocuments;
(k) all of such Grantor’s Commercial Tort ClaimsEquipment;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyFixtures;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, ;
(n) all Goods;
(o) all Governmental Approvals;
(p) all Instruments;
(q) all Insurance;
(r) all Intellectual Property;
(s) all Inventory, ;
(t) all Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition ;
(u) all Letters of Credit and Letter of Credit Rights;
(v) all Money;
(w) all Investments;
(x) all Receivables and Receivable Records;
(y) all Securities Accounts and Securities Entitlements;
(z) any of the foregoing, the proceeds of right to receive a payment under any award Swap Agreement in condemnation connection with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, a termination thereof;
(aa) all books and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, records pertaining to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing Collateral;
(the “Proceeds”). Without bb) without limiting the generality of the foregoing, the term “all other personal property, goods, Accounts, Certificated Securities, Chattel Paper, Commercial Tort Claims, Commodity Accounts, Commodity Contracts, Deposit Accounts, Documents, Equipment, Fixtures, General Intangibles, Goods, Instruments, Inventory, Investment Property, Letter of Credit Rights, Letters of Credit, Money, Payment Intangibles, Proceeds” includes whatever is receivable , Securities, Securities Accounts, Security Entitlements, Supporting Obligations, Uncertificated Securities, credits, claims, demands and assets of such Grantor whether now existing or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party hereafter acquired from time to time with respect time;
(cc) to the extent not otherwise included above, all Collateral Records, Collateral Support and Supporting Obligations relating to any of the Investment Related Propertyforegoing; and
(dd) to the extent not otherwise included above, all Proceeds, products, accessions, profits, rents, replacements, substations of or in respect of any of the foregoing.
Appears in 1 contract
Sources: Pledge and Security Agreement (Gastar Exploration Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, and hereby confirms, reaffirms and restates its prior grant and pledge, to secure the Secured Party Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Fixtures;
(h) all of such Grantor’s General Intangibles;
(gi) all of such Grantor’s Inventory;
(hj) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort ClaimsIntellectual Property and Intellectual Property Licenses;
(l) all of such Grantor’s Negotiable Collateral (including all of such Grantor’s Pledged Notes);
(m) all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(n) all of such Grantor’s Securities Accounts;
(o) all of such Grantor’s Supporting Obligations;
(p) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mq) all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Equity Interests of any CFC or CFC Holdco, solely to the extent that such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC or CFC Holdco (any such pledge shall be governed by the laws of the State of New York), (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests), (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law; provided, that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral, (iv) any leasehold interest except to the extent a security interest therein can be perfected by the filling of a financing statement, (v) any fee ownership interests in Real Property that has a fair market value of less than $10,000,000 or that is located in a jurisdiction other than the U.S., (vi) interests in joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent of one or more third parties other than Grantors or any of their respective Wholly-Owned Subsidiaries (after giving effect to any applicable anti-assignment provision of the Code or other applicable law), and (vii) those assets as to which the Agent and the Borrowers agree that the costs of obtaining such a security interest or perfection thereof are excessive in relation to the value to the Lenders of the security to be afforded thereby.
Appears in 1 contract
Sources: Guaranty and Security Agreement (BlueLinx Holdings Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to the Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
(a) : all of such Grantor’s Accounts;
(b) ; all of such Grantor’s Books;
(c) ; all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) ; all of such Grantor’s Commercial Tort Claims;
; all of such Grantor’s Deposit Accounts; all of such Grantor’s Equipment; all of such Grantor’s Farm Products; all of such Grantor’s Fixtures; all of such Grantor’s General Intangibles; all of such Grantor’s Inventory; all of such Grantor’s Investment Property; all of such Grantor’s Intellectual Property and Intellectual Property Licenses; all of such Grantor’s Negotiable Collateral (l) including all of such Grantor’s Pledged Notes); all of such Grantor’s Pledged Interests (including all of such Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements); all of such Grantor’s Securities Accounts; all of such Grantor’s Supporting Obligations; all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of the Agent (or its agent or designee) or any Secured Party;
(m) other member of the Lender Group; all of such Grantor’s other personal property; and all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (collectively, the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party the Agent from time to time with respect to any of the Investment Related Property. For the avoidance of doubt and without duplication of any of the foregoing above in clauses (a) through (s), Collateral shall include all of the Grantors’ property that constitutes ABL Priority Collateral and/or Noteholder Priority Collateral.
Appears in 1 contract
Sources: Credit Agreement (Chiquita Brands International Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Stock of any CFC, that (y) represents more than 65% of the outstanding voting Stock of such CFC that is a First-Tier Foreign Subsidiary (but shall include for the avoidance of doubt, 100% of the non-voting stock of such CFC that is a First-Tier Foreign Subsidiary) and (z) Stock of any Foreign Subsidiary that is not a First-Tier Foreign Subsidiary; provided, however that immediately upon the amendment of the IRC to allow the pledge of a greater percentage of voting Stock of such CFC without the possibility of adverse tax consequences, “Collateral” shall include such greater percentage of voting Stock of such CFC from that time to forward; (ii) any rights or interest in any contract, lease, permit, license, or license agreement if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (i) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement, or (3) to apply at such time as the condition causing such prohibition shall be remedied and, to the extent severable, “Collateral” shall include any portion of such lease, license, contract, or agreement that does not result in such prohibition and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank Product Provider’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Stock (including any Accounts or Stock), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Stock); (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law; provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1051(c) or a statement of use pursuant to 15 U.S.C. Section 1051(d) (or any successor provision to either), such intent-to-use trademark application shall be considered Collateral; or (iv) all of the stock of Linotype GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany; provided, however, that the Grantors agree and acknowledge that the pledge of 65% of the voting stock and 100% of the non-voting Stock shall be governed by that certain Share Pledge Agreement dated on or about the date herewith (as amended, amended and restated, or in effect from time to time) by and among Imaging Holdings Corp., Agent and certain banks and financing institutions party thereto.
Appears in 1 contract
Sources: Security Agreement (Monotype Imaging Holdings Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each of the Secured Party Parties, to secure the Secured Obligations (whether now existing or hereafter arising), a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal and fixture property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising every kind and wherever located (collectively, the “Collateral”)nature, including, without limitation, all of such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Documents;
(g) all of such Grantor’s Equipment;
(h) all of such Grantor’s Farm Products;
(i) all of such Grantor’s Fixtures;
(j) all of such Grantor’s General Intangibles;
(gk) all of such Grantor’s Goods;
(l) all of such Grantor’s Inventory;; US-DOCS\130282224.4
(hm) all of such Grantor’s Investment Related Property;
(in) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(o) all of such Grantor’s Negotiable Collateral;
(jp) all of such Grantor’s rights in respect Pledged Interests (including all of Supporting Obligationssuch Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(kq) all of such Grantor’s Commercial Tort ClaimsSecurities Accounts;
(lr) all of such Grantor’s Supporting Obligations;
(s) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;Agent (or its agent or designee); and
(mt) all of the proceeds Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Farm Products, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Equity Interests of any CFC, solely to the extent that (y) such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding voting Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonably excessive (as determined by the Required Holders in consultation with Issuer) in relation to the benefits to the Secured Parties of the security afforded thereby (provided, that any pledge of voting Equity Interests of any CFC, if reasonably requested by the Required Holders, shall be governed by the laws of the jurisdiction of such Subsidiary) (the Equity Interests described in this clause (i), collectively, “Excluded Pledged Interests”), (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or US-DOCS\130282224.4 license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s, Trustee’s or any Holder’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests), (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law; provided, that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral and (iv) any other property as to which the Required Holders determine (in consultation with the Issuer) that the costs of obtaining a security interest in, or Lien on, such property, or perfection thereof, are excessive in relation to the value to the Secured Parties of the security interest to be afforded thereby (clauses (i) through (iv), collectively, the “Excluded Assets”). Notwithstanding the foregoing, any and all proceeds of Excluded Assets, to the extent that the proceeds are not themselves Excluded Assets, shall be Collateral.
Appears in 1 contract
Sources: Security Agreement (Independence Contract Drilling, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to each Agent, for the benefit of the Lender Group and the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s interest with respect to any Deposit AccountsAccount;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s interest with respect to any Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent or any Secured Partyother member of the Lender Group;
(m) all of the proceeds (as that term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, whatever is collected on, or distributed on account of any of the foregoing, any and all rights arising out of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, claims arising out of the loss, non-conformity, or interference with the use of, defects, or infringement of rights in, or damage to, any of the foregoing, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, insurance, or guaranty payable by reason of loss or non-conformity of, defects or infringement of rights in, or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include: (i) voting Stock of any CFC, solely to the extent that such Stock represents more than 65% of the outstanding voting Stock of such CFC; (ii) any rights or interest in any contract, lease, permit, license, charter or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, charter or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, charter or license agreement and such prohibition has not been waived or the consent of the other party to such contract, lease, permit, license, charter or license agreement has not been obtained (provided, that, the foregoing exclusions of this clause (ii) shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, (B) to limit, impair, or otherwise affect the Lender Group’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, license agreement, or Stock, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest of lien notwithstanding the prohibition), (iii) any application for a trademark (including, without limitation, intent to use trademark applications and any goodwill associated therewith) that would otherwise be deemed invalidated, cancelled or abandoned due to the granting of a Lien thereon unless and until such time as the granting of such Lien will not affect the validity of such trademark; or (iv) property that is subject to a Lien that is otherwise permitted by clauses (d), (f), (q), (r) and (s) of the definition of Permitted Liens; provided, that the governing documents granting such Liens prohibit the granting of Liens securing the Obligations on such property and upon the release of any such liens such property shall automatically become part of the Collateral.
Appears in 1 contract
Sources: Security Agreement (Omniture, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to the Collateral Agent, for the benefit of each Secured Party Party, to secure the Secured Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts (other than the Excluded Deposit Accounts);
(e) all of such Grantor’s Equipment and fixturesFixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsEligible Cash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of the Collateral Agent (or its agent or designee) or any Secured Party;; and
(m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party the Collateral Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” (and any references thereto or to any assets comprising the “Collateral” (including the use of defined terms hereunder)) shall not include: (i) any of the outstanding Stock of any CFC held by a Grantor in excess of 65% of the voting power of all classes of Stock of such CFC entitled to vote; (ii) any contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor to which any Grantor is a party or any of its rights or interest in any contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor if the grant of a security interest or Lien therein shall constitute or would result in (a) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein, or (b) a breach or termination pursuant to the terms of, or a default under, any such contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408, or 9-409 of the Uniform Commercial Code of any applicable jurisdiction (or any successor provision or provisions) or any other applicable law; provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor that does not result in any of the consequences specified in clauses (a) or (b) above; provided, further, that such security interest shall attach to the right to receive the payment of money (including, without limitation, Accounts and General Intangibles) or any other rights referred to in certain sections of the Uniform Commercial Code of any applicable jurisdiction (or any successor provision or provisions) and to the proceeds of any such contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor (unless such proceeds would otherwise be excluded pursuant to clauses (a) or (b) above); (iii) any property for which attaching a security interest would result in the forfeiture of the Grantor’s rights over the property, including intent-to-use application for trademark or service ▇▇▇▇ registration prior to the filing and acceptance by the Patent and Trademark Office of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to use trademark or service ▇▇▇▇ applicable under applicable federal law; (iv) any Intellectual Property that is protectable, registered or applied for solely under the laws of jurisdictions outside the United States and any other assets located outside the United States, to the extent a Lien on such assets cannot be perfected by the filing of a UCC financing statement in the jurisdiction of organization of the applicable Grantor, (v) Excluded Deposit Accounts, (vi) any asset securing Capital Lease Obligations permitted under the Indenture or Purchase Money Debt, in each case, to the extent the grant of a security interest or Lien thereon to the Collateral Agent is prohibited by the terms of such Indebtedness, (vii) any real property owned in fee having a fair market value of $3.0 million or less and any leased real property, (viii) any property or assets to the extent that any law applicable thereto prohibits the creation of a security interest therein or would require a consent not obtained of any Governmental Authority, (ix) any Stock in Persons that are not wholly-owned Subsidiaries of the Parent that are subject to an enforceable negative pledge provision, (x) the Liberty Mutual Account and the Preferred Payment Escrow Account and (xi) assets subject to Liens permitted pursuant to clause (o) of the definition of Permitted Liens in the ABL Credit Agreement as in effect on the date hereof and clause (xx) of the definition of Permitted Liens in the Indenture, in each case, to the extent the grant of a security interest or Lien thereon to the Collateral Agent is prohibited by the terms thereof and the value of assets securing such Lien pursuant to clause (xx) of the definition of Permitted Liens in the Indenture shall not exceed $15 million or such greater amount permitted by such clause (xx) if such clause (xx) is amended after the date hereof to permit a greater amount of Indebtedness (collectively, the “Excluded Collateral”). In addition, to the extent necessary and for so long as required for a Grantor not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act to file separate financial statements with the Securities and Exchange Commission (or any other governmental agency), the Capital Interests and other securities of such Grantor shall not be included in the Collateral and shall not be subject to the Liens securing such Notes, the Note Guarantees and/or any Permitted Additional Pari Passu Obligations. In the event that Rule 3-16 of Regulation S-X under the Securities Act permits or is amended, modified or interpreted by the Securities and Exchange Commission to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Grantor’s Capital Interests and other securities to secure the Notes, the Note Guarantees and the Permitted Additional Pari Passu Obligations in excess of the amount then pledged without the filing with the Securities and Exchange Commission (or any other governmental agency) of separate financial statements of such Grantor, then the Capital Interests and other securities of such Grantor will automatically be deemed to be a part of the Collateral (unless constituting Excluded Collateral) but only to the extent necessary to not be subject to any such financial statement requirement.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grantsAs security for the prompt and complete payment and performance in full when due (whether at stated maturity, assignsby required prepayment, and pledges declaration, acceleration, demand or otherwise, including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code) of all Obligations at any time owed or owing to each the Secured Party a separate, continuing security interest Parties (each, a “Security Interest” and, or any of them) (collectively, the “Security InterestsSecured Obligations”) ), each Grantor hereby pledges and grants to the Administrative Agent, for its benefit and for the benefit of the Secured Parties, a continuing security interest in and Lien on all assets of such Grantor (other than Real Property) its right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s BooksChattel Paper;
(c) all of such Grantor’s Chattel PaperContracts;
(d) all of such Grantor’s Deposit AccountsDocuments;
(e) all General Intangibles, including without limitation all Intellectual Property and that portion of such Grantor’s Equipment and fixturesthe Pledged Collateral constituting General Intangibles;
(f) all of such Grantor’s General IntangiblesGoods whether tangible or intangible, wherever located, including without limitation all Inventory, Equipment, Fixtures, and Money;
(g) all Instruments, including without limitation that portion of such Grantor’s Inventorythe Pledged Collateral constituting Instruments;
(h) all of such Grantor’s Investment Related Propertycash and Deposit Accounts;
(i) all of such Grantor’s Negotiable CollateralInsurance;
(j) all Investment Property, including without limitation that portion of such Grantor’s rights in respect of Supporting Obligationsthe Pledged Collateral constituting Investment Property;
(k) all of such Grantor’s Commercial Tort ClaimsAccounts Receivable;
(l) all of such Grantor’s moneyPledged Stock, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured PartyPledged Partnership Interests and Pledged LLC Interests;
(m) all books and Records;
(n) all Money or other property of the proceeds any kind which is received by such Grantor in connection with refunds with respect to taxes, assessments and productsgovernmental charges imposed on such Grantor or any of its property or income;
(o) all causes of action and all Money and other property of any kind received therefrom, whether tangible or intangible, and all Money and other property of any kind recovered by any Grantor;
(p) all Collateral Support and Supporting Obligations relating to any of the foregoing; and
(q) all Proceeds of each of the foregoing and all accessions to, including proceeds substitutions and replacements for and rents, profits and products of insurance or Commercial Tort Claims covering or relating to in respect of any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition Proceeds of any of the foregoinginsurance, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity warranty or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertyforegoing.
Appears in 1 contract
Sources: Revolving Credit Agreement (Palantir Technologies Inc.)
Grant of Security. Each Grantor hereby unconditionally grantsgrants to the Administrative Agent, assignsfor the ratable benefit of the Secured Parties, a security interest in, such Grantor’s right, title and pledges interest in and to the following, in each case, as to each Secured Party a separatetype of property described below, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising and wherever located (collectively, the “Collateral”):
(a) all Accounts;
(b) all cash and Cash Equivalents;
(c) all Chattel Paper;
(d) all Commercial Tort Claims;
(e) all Deposit Accounts;
(f) all Documents;
(g) all Equipment;
(h) all Farm Products;
(i) all Fixtures;
(j) all General Intangibles;
(k) all Goods;
(l) all Instruments;
(m) all Inventory;
(n) all Letter-of-Credit Rights, all 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 (together with all Accounts, Chattel Paper, Instruments, Deposit Accounts, General Intangibles and Letter-of-Credit Rights, 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 (the “Related Contracts”);
(o) the following (the “Security Collateral”):
(i) all indebtedness from time to time owed to such Grantor, including without limitation, all promissory notes or instruments, if any, evidencing such indebtedness, all indebtedness owed to such Grantor pursuant to the Intercompany Note and the instruments set forth on Schedule 12 to the Perfection Certificate (the “Pledged Debt”), and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt;
(ii) all Equity Interests, other than Excluded Equity, from time to time acquired, owned or held by such Grantor in any manner, including, without limitation, the Equity Interests of each Grantor set forth opposite such Grantor’s name on and otherwise described on Schedule 11 to the Perfection Certificate, and the certificates, if any, representing such shares or units or other Equity Interests (collectively, the “Pledged Equity”), and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other Equity Interests and all subscription warrants, rights or options issued thereon or with respect thereto;
(iii) all Investment Property and all Financial Assets (including, without limitation, all Securities, Security Entitlements and Securities Accounts), the certificates or instruments, if any, representing or evidencing such Investment Property or Financial Assets and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange therefor and all subscription warrants, rights or options issued thereon or with respect thereto; and
(iv) all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii) and (iii) above;
(p) all contracts and agreements between any Grantor and one or more additional parties (including, without limitation, any Swap Contracts, licensing agreements and any partnership agreements, joint venture agreements, limited liability company agreements), the Related Contracts and the IP Agreements (as hereinafter defined), in each case as such agreements may be amended, restated, amended and restated, supplemented or otherwise modified from time to time (collectively, the “Assigned Agreements”), including, without limitation, (i) all rights of such Grantor’s right, title, and interest in Grantor to receive moneys due and to become due under or pursuant to the followingAssigned Agreements, whether now owned or hereafter acquired or arising and wherever located:
(aii) all rights of such Grantor’s AccountsGrantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of such Grantor for damages arising out of or for breach of or default under the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder (all such Collateral being the “Agreement Collateral”);
(bq) all of such Grantor’s Books;
the following (c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;collectively, the “Intellectual Property Collateral”):
(i) all of such Grantor’s Negotiable Collateralpatents, patent applications, utility models and statutory invention registrations, all inventions claimed or disclosed therein and all improvements thereto (“Patents”);
(jii) all trademarks, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether registered or unregistered (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such Grantor’s rights intent-to-use trademark applications under applicable federal law), together, in respect of Supporting Obligationseach case, with the goodwill symbolized thereby (“Trademarks”);
(kiii) all of such Grantor’s Commercial Tort Claimscopyrights, including, without limitation, copyrights in Computer Software (as hereinafter defined), internet web sites and the content thereof, whether registered or unregistered (“Copyrights”);
(liv) all of such Grantor’s moneycomputer software, cashprograms and databases (including, cash equivalentswithout limitation, or other assets of each such Grantor that now or hereafter come into the possessionsource code, custodyobject code and all related applications and data files), or control firmware and documentation and materials relating thereto, together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any Secured Partyof the foregoing (“Computer Software”);
(mv) all confidential and proprietary information of the proceeds Grantor, including, without limitation, know-how, trade secrets, manufacturing and productsproduction processes and techniques, whether tangible or intangibleinventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (collectively, “Trade Secrets”), and all other intellectual, industrial and intangible property of any type, including, without limitation, industrial designs and mask works;
(vi) all registrations and applications for registration for any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating including, without limitation, those registrations and applications for registration set forth in Schedule 14 to any or the Perfection Certificate, together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;
(vii) all tangible embodiments of the foregoing, and any all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all Accountsother rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;
(viii) all agreements, Bookspermits, Chattel Paperconsents, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from orders and franchises relating to the sale, lease, license, exchangedevelopment, collection, use or other disposition disclosure of any of the foregoingforegoing to which such Grantor, the proceeds of now or hereafter, is a party or a beneficiary (“IP Agreements”); and
(ix) any award in condemnation and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to ▇▇▇ for and collect, or otherwise recover, such damages (the property described in this Section 1(q) is referred to herein as the “Intellectual Property”);
(r) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any rebates of the Collateral;
(s) all other tangible and intangible personal property of whatever nature whether or refundsnot covered by Article 9 of the UCC; and
(t) all proceeds of, whether for taxes collateral for, income, royalties and other payments now or otherwisehereafter due and payable with respect to and Supporting Obligations relating to, any and all proceeds of any such the Collateral (including, without limitation, proceeds, or any portion thereof or interest therein, collateral and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction supporting obligations that constitute property of the above, whether insured or not insured, types described in clauses (a) through (t) of this Section 1) and, to the extent not otherwise included, all payments under insurance (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warrantywarranty or guaranty, or guaranty payable by reason of loss or damage to, to or otherwise with respect to any of the foregoing Collateral;
(i) validly prohibit the “Proceeds”). Without limiting assignment of or granting a security interest in such General Intangible, Investment Property or Assigned Agreement or (ii) validly permit the generality termination (by reason of such assignment or security interest) of such Assigned Agreement or the agreement governing such General Intangible or Investment Property; provided further that, that notwithstanding the foregoing, the term “Proceeds” includes whatever is receivable (i) all rights to payment for money due or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to become due pursuant to any such excluded Collateral shall be subject to the security interests created by this Agreement and (ii) such excluded Collateral shall otherwise be subject to the security interests created by this Agreement upon receiving any necessary approvals or waivers permitting the assignment thereof, which the applicable Grantor or any Secured Party from time shall use commercially reasonable efforts to time with respect to any of the Investment Related Propertyobtain.
Appears in 1 contract
Sources: u.s. Security Agreement (Nortek Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor▇▇▇▇▇▇▇’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit AccountsCommercial Tort Claims;
(e) all of such Grantor’s Equipment and fixturesDeposit Accounts;
(f) all of such Grantor’s Equipment;
(g) all of such Grantor’s Farm Products;
(h) all of such Grantor’s Fixtures;
(i) all of such Grantor’s General Intangibles;
(gj) all of such Grantor’s Inventory;
(hk) all of such Grantor’s Investment Related Property;
(il) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor’s Negotiable Collateral;
(jn) all of such Grantor’s rights in respect Pledged Interests (including all of Supporting Obligationssuch Grantor’s Pledged Operating Agreements and Pledged Partnership Agreements);
(ko) all of such ▇▇▇▇▇▇▇’s Securities Accounts;
(p) all of such Grantor’s Commercial Tort ClaimsSupporting Obligations;
(lq) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.loss
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each the Agent, for the benefit of the Lenders, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:, but excluding all Excluded Assets, the certificate of deposit issued by JPMorgan to Borrower in the amount of $85,000 securing the JPMorgan Credit Card Debt and the Lien of ▇▇▇▇▇▇ Express Financial Services Corporation in and to the letter of credit issued by JPMorgan to ▇▇▇▇▇▇ Express Financial Services Corporation for the account of Borrower in the amount of $100,000 securing the ▇▇▇▇▇▇ Fuel Card Debt (the “Collateral”):
(a) all of such Grantor’s 's Accounts;
(b) all of such Grantor’s Books's Books and Records;
(c) all of such Grantor’s 's Chattel Paper;
(d) all of such Grantor’s 's Deposit Accounts;
(e) all of such Grantor’s 's Equipment and fixturesFixtures;
(f) all of such Grantor’s 's General Intangibles;
(g) all of such Grantor’s 's Goods and Inventory;
(h) all of such Grantor’s Investment Related Property's Intellectual Property and Intellectual Property Licenses;
(i) all of such Grantor’s Negotiable Collateral's Investment Related Property;
(j) all of such Grantor’s rights in respect of Supporting Obligations's Negotiable Collateral;
(k) all of such Grantor’s Commercial Tort Claims's Supporting Obligations;
(l) all of such Grantor’s 's Commercial Tort Claims;
(m) all of such Grantor's money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent or any Secured PartyLender (or its agent or designee);
(n) all choses in action and all other personal property of such Grantor, whether tangible or intangible to the extent not covered by clauses (a) through (m) above;
(o) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Goods, Inventory, Investment Related Property, Negotiable Collateral, Records, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property; and
(p) all other existing and future tangible and intangible assets of such Grantor. For the avoidance of doubt, any property or assets of any Grantor which constitute Excluded Assets are not “Collateral” and are not subject to the terms of this Agreement (other than Section 5 to the extent provided therein); provided that notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall include an Excluded Asset immediately and automatically at such time as the condition causing such asset to be excluded no longer exists and, to the extent severable, any portion of such asset will not be so excluded and such asset shall be subject to the provisions of this Agreement.
Appears in 1 contract
Sources: Security Agreement (Platinum Energy Solutions, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each the Secured Party Party, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Propertyreal property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”)located, including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (collectively, the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any the Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “"Proceeds” " includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any the Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Sources: Security Agreement (Workstream Inc)
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Secured Party a separate, continuing security interest (each, a herein referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets such Grantor’s right, title and interest in and to its personal property, tangible or intangible, of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to each Agent, for the benefit of the Secured Party Parties, to secure the Secured Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s interest with respect to any Deposit AccountsAccount;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s interest with respect to any Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent or any other member of the Secured PartyParties;
(m) all of the proceeds (as that term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, whatever is collected on, or distributed on account of any of the foregoing, any and all rights arising out of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, claims arising out of the loss, non-conformity, or interference with the use of, defects, or infringement of rights in, or damage to, any of the foregoing, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, insurance, or guaranty payable by reason of loss or non-conformity of, defects or infringement of rights in, or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Grant of Security. Each The Grantor hereby unconditionally grants, assignspledges to the Secured Party, and pledges hereby grants to each the Secured Party a separateParty, continuing security all of the Grantor's right, title and interest (eachin and to all personal and real property of the Grantor of whatever type or description, a “Security Interest” andwherever located, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter existing or acquired or arising and wherever located (collectively, by the “Collateral”)Grantor, including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:following (the “Collateral”):
(a) all Goods, including (i) all equipment in all of its forms of the Grantor, wherever located, including all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor (any and all of the foregoing being the “Equipment”) and (ii) all inventory all of its forms of the Grantor, wherever located, including
(i) all raw materials and work in process therefor, finished goods thereof, and materials used or consumed in the manufacture or production thereof,
(ii) all goods in which the Grantor has an interest in mass or a joint or other interest or right of any kind (including goods in which the Grantor has an interest or right as consignee), and
(iii) all goods which are returned to or repossessed by the Grantor, and all accessions thereto, products thereof and documents therefor (any and all such Grantor’s Accountsinventory, materials, goods, accessions, products and documents being the “Inventory”);
(b) all Accounts (including health-care-insurance receivables), contracts, contract rights, chattel paper (whether tangible or electronic), documents, instruments and general intangibles (including payment intangibles and software), rental agreement, or any part thereof, including, but not limited to Grantor's right to receive, either directly or indirectly, from any person, any rents or other payments due and payable under such agreements) of the Grantor, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights of the Grantor now or hereafter existing in and to all security agreements, guaranties, leases and other contracts securing or otherwise relating to any such Grantor’s Booksaccounts, contracts, contract rights, chattel paper, documents, instruments and general intangibles (any and all such accounts, contracts, contract rights, chattel paper, documents, instruments and general intangibles being the “Receivables”, and any and all such security agreements, guaranties, leases and other contracts being the “Related Contracts”);
(c) all books and records relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of such Grantor’s Chattel Paperthe foregoing in this Section 2.1;
(d) all of such Grantor’s Deposit AccountsGeneral Intangibles;
(e) all of such Grantor’s Equipment and fixtures;Investment Property; and
(f) all products, rents, issues, profits, returns, income and proceeds of such Grantor’s General Intangibles;
(g) and from any and all of such Grantor’s Inventory;
the foregoing Collateral (hincluding proceeds which constitute property of the types described in clauses (a), (b), (c), (d) all of such Grantor’s Investment Related Property;
and (e). Notwithstanding anything herein to the contrary, the Collateral shall exclude (i) all the Grantor's rights under contracts and agreements which by their terms prohibit the granting of such Grantor’s Negotiable Collateral;
a security interest therein or assignment thereof (j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, except to the extent not otherwise includedsuch prohibitions are ineffective under Sections 9-406, any indemnity9-407, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any 9-408 and 9-409 of the foregoing U.C.C. or other applicable law) and (ii) Equipment which is the “Proceeds”). Without limiting the generality subject of the foregoing, the term “Proceeds” includes whatever is receivable a capitalized lease or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertypurchase money financing.
Appears in 1 contract
Sources: Security Agreement (Tucows Inc /Pa/)
Grant of Security. (a) Each Grantor hereby unconditionally grants, assigns, assigns and pledges to each Secured Party Agent, for the benefit of the Lender Group and the Bank Product Providers, a separate, continuing security interest (each, a “hereinafter referred to as the "Security Interest” and, collectively, the “Security Interests”") in all assets personal property of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectivelylocated, the “Collateral”), including, without limitation, including such Grantor’s 's right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:
located (a) all of such Grantor’s Accounts;
(b) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;the "Collateral"):
(i) all of such Grantor’s 's Accounts;
(ii) all of such Grantor's Books;
(iii) all of such Grantor's Chattel Paper;
(iv) all of such Grantor's interest with respect to any Deposit Account (other than (x) payroll accounts or (y) medical or insurance reimbursement accounts);
(v) all of such Grantor's Equipment and fixtures;
(vi) all of such Grantor's General Intangibles;
(vii) all of such Grantor's Inventory;
(viii) all of such Grantor's Investment Related Property;
(ix) all of such Grantor's Negotiable Collateral;
(jx) all of such Grantor’s 's rights in respect of Supporting Obligations;
(kxi) all of such Grantor’s 's interest with respect to any Commercial Tort Claims;
(lxii) all of such Grantor’s 's money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mxiii) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims commercial tort claims covering or relating to any or all of the foregoing, and any and all AccountsAccounts (subject to the limitation set forth in clause (iv) above), Books, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoingproperty of Grantors, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “"Proceeds”"). Without limiting the generality of the foregoing, the term “"Proceeds” " includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding anything herein to the contrary, the term "Collateral" shall not include, and no Grantor is pledging, nor granting a security interest hereunder in, any of such Grantor's right, title or interest in (A) any license, contract or agreement to which such Grantor is a party as of the date hereof or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the express terms of such license, contract or agreement on the date hereof result in a breach of the terms of, or constitute a default under, such license, contract or agreement (other than to the extent that any such term (i) has been waived or (ii) would be rendered ineffective pursuant to Sections 9-406, 9-408, 9-409 of the Code or other applicable provisions of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that (x) immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such right, title and interest as if such provision had never been in effect and (y) the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect Agent's unconditional continuing security interest in and liens upon any rights or interest of a Grantor in or to the proceeds of, or any monies due or to become due under, any such license, contract or agreement or (B) all intent-to-use United States trademark applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively, or if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office, provided that, upon such filing and acceptance, such intent-to-use applications shall be included in the definition of Collateral. Notwithstanding anything herein to the contrary, the term "Collateral" shall not include (A) in the case of a Canadian Subsidiary, more than 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (i) would not reasonably be expected to cause the undistributed earnings of such Canadian Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Canadian Subsidiary's United States parent and (ii) would not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding shares of Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (it being understood and agreed that the Collateral shall include 100% of the issued and outstanding shares of Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) or other equity interest of such Canadian Subsidiary) or (B) in the case of all other foreign Subsidiaries (other than a Canadian Subsidiary), any of the issued and outstanding shares of Stock. The Grantors agree that the pledge of the shares of Stock of any Subsidiary of a Grantor who is a Canadian Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantors in favor of the Agent, which pledge agreements will provide for the pledge of such shares of Stock in accordance with the laws of the applicable foreign jurisdiction subject to the limitations set forth above regarding the pledge of Stock securing the payment and performance of the Secured Obligations of the Grantors. With respect to such shares of Stock, the Agent may, at any time and from time to time, in its reasonable discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Stock.
Appears in 1 contract
Sources: Security Agreement (Take Two Interactive Software Inc)
Grant of Security. Each As continuing collateral security for the due payment and performance by Grantor of all of the Obligations, Grantor hereby unconditionally grants, assigns, conveys, mortgages, pledges, hypothecates and pledges transfers to each Secured Party Agent, for itself and for the benefit of Lenders, and grants to Agent, for itself and for the benefit of Lenders, a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”"SECURITY INTEREST") in, all of its right, title and interest in, to and under all of Grantor's present and after acquired personal property including, without limitation, in all assets Goods (including all parts, accessories, attachments, special tools, additions and accessions thereto), Chattel Paper, Documents of such Grantor Title (other than Real Property) whether negotiable or not), Instruments, Money and Securities now owned or hereafter owned or acquired by or on behalf of Grantor (including such as may be returned to or repossessed by Grantor) and in all Proceeds and renewals thereof, accretions thereto and substitutions therefor and, further including, without limitation, all of the following now owned or hereafter owned or acquired by or on behalf of Grantor:
(1) all Accounts and book debts and generally all debts, dues, claims, choses in action and demands of every nature and kind howsoever arising or secured including letters of credit and advices of credit, which are now due, owing or accruing or growing due to or owned by or which may hereafter become due, owing or accruing or growing due to or owned by Grantor ("DEBTS");
(2) all deeds, documents, writings, papers, books of account and other books relating to or being records of Debts, Chattel Paper or Documents of Title or by which such are or may hereafter be secured, evidenced, acknowledged or made payable;
(3) all inventory of whatever kind and wherever located situate, including, for greater certainty, all raw materials, work in process or materials used or consumed or to be used or consumed in the processing, production, packaging, promotion, delivery or shipping of the same, including other supplies (collectively, the “Collateral”"INVENTORY");
(4) all Equipment (other than Inventory) of whatever kind and wherever situate, including, without limitation, such Grantor’s rightall machinery, titletools, apparatus, plant, furniture, fixtures and interest in and to the following, whether now owned vehicles of whatsoever nature or hereafter acquired or arising and wherever located:
(a) all of such Grantor’s Accountskind;
(b5) all of such Grantor’s Books;
(c) all of such Grantor’s Chattel Paper;
(d) all of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment Intangibles and fixtures;
(f) all of such Grantor’s General Intangibles;
(g6) all of such Grantor’s Inventorypresent and future Contracts, contract rights and insurance claims;
(h7) all of such Grantor’s Investment Related Intellectual Property;
(i8) all present and future Instruments; and
(9) all Money, Securities and Investment Property. The foregoing property is collectively referred to as the "COLLATERAL". In addition, to secure the prompt and complete payment, performance and observation of such Grantor’s Negotiable Collateral;
(j) all the Obligations, Grantor hereby grants to Agent, for itself and for the benefit of such Grantor’s rights in respect Lenders, a right of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalents, or other assets of each such Grantor that set-off against Collateral now or hereafter come into in the possession, custody, possession or control custody of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating in transit to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, Agent or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of Lender for any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertypurpose.
Appears in 1 contract
Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a hereinafter referred to as the “Security Interest” and, collectively, the “Security Interests”) in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s 's Accounts;
(b) all of such Grantor’s 's Books;
(c) all of such Grantor’s 's Chattel Paper;
(d) all of such Grantor’s 's Deposit AccountsAccounts (but not deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Grantor's employees);
(e) all of such Grantor’s 's Equipment and fixturesFixtures;
(f) all of such Grantor’s 's General Intangibles;
(g) all of such Grantor’s 's Inventory;
(h) all of such Grantor’s 's Investment Related Property;
(i) all of such Grantor’s 's Negotiable Collateral;
(j) all of such Grantor’s rights in respect of 's Supporting Obligations;
(k) all of such Grantor’s 's Commercial Tort Claims;
(l) all of such Grantor’s 's money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(m) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.
Appears in 1 contract
Sources: Security Agreement (Audiovox Corp)
Grant of Security. Each In order to secure repayment of the Secured Obligations in accordance with the terms of the Loan Documents and in order to secure performance by each Grantor and Borrower of the covenants under the Loan Documents, each Grantor hereby unconditionally grantsgrants to Agent, assignsfor the benefit of the Lender Group and the Bank Product Provider, and pledges to each Secured Party a separate, continuing security interest (each, a “Security Interest” and, collectively, the “Security Interests”) in all assets right, title and interest in all of its personal property, including, without limitation, such Grantor (other than Real Property) Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located (collectively, hereinafter referred to as the “CollateralSecurity Interest”), including, without limitation, such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:located (the “Collateral”):
(a) all of such Grantor’s Accounts;
(b) all of such Grantor’s books and records (including all of its Records indicating, summarizing, or evidencing its assets (including the Collateral) or liabilities, all of its Records relating to its business operations or financial condition, and all of its goods or General Intangibles related to such information) (“Books”);
(c) all of such Grantor’s chattel paper (as that term is defined in the Code) and, in any event, including, without limitation, tangible chattel paper and electronic chattel paper (“Chattel Paper”);
(d) all of such Grantor’s interest with respect to any Deposit AccountsAccount;
(e) all of such Grantor’s Equipment and fixtures;
(f) all All of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s letters of credit, letter of credit rights, instruments, promissory notes, drafts, and documents (as such terms may be defined in the Code) (“Negotiable Collateral”);
(j) all of such Grantor’s rights in respect of supporting obligations (as such term is defined in the Code), including letters of credit and guaranties issued in support of Accounts, Chattel Paper, documents, General Intangibles, instruments, or Investment Related Property (“Supporting Obligations”);
(k) all of such Grantor’s interest with respect to any commercial tort claims (as that term is defined in the Code), including, without limitation those commercial tort claims listed on Schedule 6 attached hereto (“Commercial Tort Claims”);
(l) all of such Grantor’s money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent or any Secured Partyother member of the Lender Group;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims commercial tort claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoingproperty of Grantors, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing Collateral (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes includes, without limitation, proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property. Notwithstanding the foregoing, the Collateral shall not include the Excluded Property.
Appears in 1 contract
Sources: Security Agreement (SAVVIS, Inc.)
Grant of Security. Each Grantor hereby unconditionally grants, assignsassigns (except in the case of ULC Shares), and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Party Obligations, a separate, continuing security interest (each, a “hereinafter referred to as the "Security Interest” and, collectively, the “Security Interests”") in all assets of such Grantor (other than Real Property) whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”), including, without limitation, such Grantor’s 's right, title, and interest in and to all of such Grantor's present and after-acquired personal property, including, without limitation, the following, whether now owned or hereafter acquired or arising and wherever located:located (the "Collateral"):
(a) all of such Grantor’s 's Accounts;
(b) all of such Grantor’s 's Books;
(c) all of such Grantor’s 's Chattel Paper;
(d) all of such Grantor’s Deposit Accounts's Commercial Tort Claims;
(e) all of such Grantor’s Equipment and fixtures's Deposit Accounts;
(f) all of such Grantor’s General Intangibles's Equipment;
(g) all of such Grantor’s Inventory's Farm Products;
(h) all of such Grantor’s Investment Related Property's Fixtures;
(i) all of such Grantor’s Negotiable Collateral's General Intangibles;
(j) all of such Grantor’s rights in respect of Supporting Obligations's Inventory;
(k) all of such Grantor’s Commercial Tort Claims's Investment Property;
(l) all of such Grantor’s 's Intellectual Property and Intellectual Property Licenses;
(m) all of such Grantor's Negotiable Collateral (including all of such Grantor's Pledged Notes);
(n) all of such Grantor's Pledged Interests (including all of such Grantor's Pledged Operating Agreements and Pledged Partnership Agreements);
(o) all of such Grantor's Securities Accounts;
(p) all of such Grantor's Supporting Obligations;
(q) all of such Grantor's money, cash, cash equivalentsCash Equivalents, or other assets of each such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any Secured Party;other member of the Lender Group; and
(mr) all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Intellectual Property, Negotiable Collateral, Pledged Interests, Securities Accounts, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “"Proceeds”"). Without limiting the generality of the foregoing, the term “"Proceeds” " includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party Agent from time to time with respect to any of the Investment Related Property.. Notwithstanding anything contained in this Agreement to the contrary, the term "Collateral" shall not include: (i) voting Equity Interests of any CFC, solely to the extent that (y) such Equity Interests represent more than 65% of the outstanding voting Equity Interests of such CFC, and (z) pledging or hypothecating more than 65% of the total outstanding voting Equity Interests of such CFC would result in adverse tax consequences or the costs to the Grantors of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Administrative Borrower) in relation to the benefits to Agent, the other members of the Lender Group, and the Bank Product Providers of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary); or (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (ii) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent's security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clauses (i) and (ii) shall in no way be construed to limit, impair, or otherwise affect any of Agent's, any other member of the Lender Group's or any Bank Product Provider's continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, or Equity Interests); (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; (iv) any consumer goods (as defined in the PPSA) of Select Agendas; or (v) the last day of any real property lease, or any agreement to lease to which Select Agendas is now or becomes a party as lessee, provided that any such last day shall be held in trust by Select Agendas for Agent and, on the exercise by Agent of its rights and remedies hereunder, shall be assigned by Select Agendas as directed by Agent. Notwithstanding the foregoing, Agent shall only have a security in, and not a present assignment of, any Canadian trademarks or ULC Shares forming part of the Collateral ..
Appears in 1 contract
Sources: Guaranty and Security Agreement (School Specialty Inc)
Grant of Security. Each Grantor hereby unconditionally Subject to Section 2.4, as security for the due payment of all moneys payable under this debenture, the Corporation:
(a) grants, assigns, conveys, transfers, mortgages, pledges and pledges charges, as and by way of a fixed and specific mortgage, charge and pledge, to each Secured Party and in favour of the Holder for itself and on behalf of the Lenders and otherwise grants to the Holder for itself and on behalf of the Lenders a separate, continuing security interest in, all of the Corporation's right, title and interest in and to all of its property, assets, rights and undertaking, real and personal, movable or immovable, tangible and intangible, legal or 4 -2- equitable, of whatsoever nature and kind, wheresoever located, both present and future including, without limitation:
(eachi) all real and immovable property, a “Security Interest” andboth freehold and leasehold, and other interests in such property (collectively, the “Security Interests”"REAL PROPERTY") in all assets of such Grantor (other than Real Property) whether wheresoever situate, now owned or hereafter acquired or arising and wherever located (collectivelyby the Corporation including, without limitation, the “Collateral”real property and leased property described in Schedule "A" and all rights, leases, licences, easements, rights-of-way, profits a prendre, appurtenances, privileges, concessions, claims, works, tenements, hereditaments and interests in real property with respect to the Real Property (and all renewals, extensions and amendments or substitutions thereof) and all other facilities relating to or required for use in connection with the Real Property, and all buildings, erections, structures, improvements, underground facilities, power, fuel and water supply, storage, waste disposal, roads and other transportation facilities and fixed plant, machinery and equipment presently situated on or under the Real Property or which may at any time hereafter be constructed or brought or placed on or under the Real Property or used in connection with the Real Property;
(ii) all furniture, goods, chattels, accessories, fixtures, equipment, machinery, tools, apparatus, vehicles, milling, processing, service, storage and other related infrastructures and other tangible personal property of every kind and description now owned or hereafter acquired, wherever situate;
(iii) all inventory including goods held for sale, lease or resale, goods furnished or to be furnished to third parties under contracts of lease, consignment or service, goods which are raw materials or work in process, goods used in or procured for packing and materials used or consumed in the business of the Corporation;
(iv) all intangibles of whatever kind in which the Corporation now or hereafter has any interest including, without limitation, all security interests, goodwill, demands and choses in action, licenses and other contractual benefits or rights and all trade marks, trade mar▇ ▇▇gistrations and pending trade mar▇ ▇▇plications, patents and pending patent applications and copyrights and industrial designs and other intellectual property now or hereafter owned by the Corporation;
(v) all studies, plans, blueprints, designs, records, files, charts, drawings, specifications, manuals, bills of lading and other documents of title, whether negotiable or otherwise;
(vi) the proceeds of any insurance or expropriation payable or due in respect of any damage to or taking of all or any part of the Charged Premises (as hereinafter defined), the proceeds of any business interruption insurance and any property in any form derived directly or indirectly from any dealings with all or any part of the Charged Premises or that indemnifies or compensates for the loss, destruction or damage to all or any part of the Charged Premises;
(vii) all debts, accounts, claims, moneys and choses in action now owned or hereafter acquired, including, without limitation, all 5 -3- instruments, securities, chattel paper, bills, notes and other documents in respect of such Grantor’s rightdebts, titleaccounts, claims, moneys or choses in action;
(viii) all authorizations, orders, permits, approvals, grants, licences, consents, rights, franchises, privileges, certificates, judgments, writs, injunctions, awards, determinations, directions, decrees, demands or the like issued or granted by law or by rule or regulation of any office, board, agency or department, governmental or otherwise, now or hereafter issued or granted to it;
(ix) all documents, certificates, policies, agreements, invoices, letters and interest in and papers relating to the following, whether now owned property described in Section 2.2(a)(i)-(viii) inclusive or hereafter acquired or arising and wherever located:otherwise; and
(ax) substitutions and replacements of and increases, additions and, where applicable, accessions to the property described in Section 2.2(a)(i)-(ix) inclusive and all of such Grantor’s Accounts;proceeds thereof; and
(b) grants, mortgages and charges, as and by way of a floating charge, to and in favour of the Holder for itself and on behalf of the Lenders and otherwise grants to the Holder for itself and on behalf of the Lenders a security interest in, all of its undertakings, properties and assets, including Real Property, both present and future, of every nature and kind and wherever situate, except such Grantor’s Books;
of its undertakings, properties and assets as are validly subject to the fixed and specific mortgages, charges, pledges and security interests granted pursuant to Section 2.2(a). The floating charge shall in no way hinder or prevent the Corporation, until the Security (cas hereinafter defined) all shall have become enforceable, from disposing of or dealing with the subject matter of the floating charge in the ordinary course of business and for purposes of carrying on the same; provided that such Grantor’s Chattel Paper;
(d) all action is not in breach of such Grantor’s Deposit Accounts;
(e) all of such Grantor’s Equipment and fixtures;
(f) all of such Grantor’s General Intangibles;
(g) all of such Grantor’s Inventory;
(h) all of such Grantor’s Investment Related Property;
(i) all of such Grantor’s Negotiable Collateral;
(j) all of such Grantor’s rights in respect of Supporting Obligations;
(k) all of such Grantor’s Commercial Tort Claims;
(l) all of such Grantor’s money, cash, cash equivalentsany specific provision of, or other assets of each such Grantor that now or hereafter come into the possessioncovenant in, custody, or control of any Secured Party;
(m) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or any Secured Party from time to time with respect to any of the Investment Related Propertythis debenture.
Appears in 1 contract