Pledge and Grant of Security Interest. Each Pledgor hereby pledges and collaterally assigns to the Collateral Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a Lien upon and security interest in, all of such Pledgor’s right, title and interest in and to the following property and assets of such Pledgor, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the “Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) the Commercial Tort Claims (if any) set forth on Annex I hereto; (iv) all Contracts; (v) all Copyright Collateral; (vi) all Deposit Accounts; (vii) all Documents; (viii) all Equipment; (ix) all Fixtures; (x) all General Intangibles; (xi) all Goods; (xii) all Instruments; (xiii) all Inventory; (xiv) all Investment Property; (xv) all Letter-of-Credit Rights; (xvi) all Patent Collateral; (xvii) all Pledged Interests; (xviii) all Software; (xix) all Supporting Obligations; (xx) all Trademark Collateral; (xxi) all cash, cash equivalents and money of such Pledgor, wherever held; (xxii) to the extent not covered or not specifically excluded by clauses (i) through (xxi) above, all of such Pledgor’s other personal property; (xxiii) all Records evidencing or relating to any of the foregoing or that are otherwise necessary or useful in the collection thereof; (xxiv) all accessions, additions, attachments, improvements, modifications and upgrades to, replacements of and substitutions for any of the foregoing; and (xxv) any and all proceeds, as defined in the Uniform Commercial Code, products, rents, royalties and profits of or from any and all of the foregoing and, to the extent not otherwise included in the foregoing, (w) all payments under any insurance (whether or not the Collateral Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (x) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (y) all claims and rights (but not obligations) to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (z) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively, “Proceeds”). For purposes of this Agreement, the term “Proceeds” includes whatever is receivable or received when Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether voluntarily or involuntarily.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Depomed Inc), Pledge and Security Agreement (Depomed Inc)
Pledge and Grant of Security Interest. Each Pledgor For value received and as inducement for the advancement of funds and/or extension of credit by the applicable Lenders pursuant to the Loan Agreement, the Convertible Notes, the 2012 Bridge Notes and the Reimbursement Notes, to induce the 2014 Term Lenders to make the 2014 Term Loan and to induce the MHR Funds to enter into the Royalty Agreement, each Grantor hereby collaterally assigns, mortgages, pledges and collaterally assigns hypothecates to the Collateral Agent, for the ratable benefit of the Secured Parties, Party and grants to the Collateral AgentSecured Party, for the ratable benefit on its own behalf and on behalf of the Secured PartiesLenders and the MHR Funds, and their successors and assigns, a Lien lien upon and security interest in, all of such PledgorGrantor’s right, title and interest in and to all of the following property and assets of such PledgorGrantor’s assets, including, without limitation, the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, and including the Royalty Agreement Collateral, the “Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) the Commercial Tort Claims (if any) set forth on Annex I hereto;
(iv) all Contracts;
(viv) all Copyright Collateral;
(viv) all Deposit Accounts;
(viivi) all Documents;
(vii) all Equipment;
(viii) all EquipmentEquity Interests;
(ix) all Fixtures;
(x) all General Intangibles;
(xi) all GoodsInstruments and Intercompany Obligations;
(xii) all InstrumentsInventory;
(xiii) all Inventory;
(xiv) all Investment Property;
(xvxiv) all LetterKnow-of-Credit RightsHow Collateral;
(xvixv) all Patent Collateral;
(xvii) all Pledged Interests;
(xviii) all Software;
(xix) all Supporting Obligations;
(xxxvi) all Trademark Collateral;
(xxixvii) all cash, cash equivalents and money of such Pledgor, wherever heldVehicles;
(xxiixviii) all Commercial Tort Claims;
(xix) all Letter of Credit Rights;
(xx) to the extent not covered or not specifically excluded by clauses (i) through (xxixix) above, or the definitions of the terms included therein, all of such PledgorGrantor’s other personal property;
(xxiii) all Records evidencing , whether now owned or relating to any of the foregoing existing or that are otherwise necessary hereafter arising or useful in the collection thereof;
(xxiv) all accessions, additions, attachments, improvements, modifications and upgrades to, replacements of and substitutions for any of the foregoingacquired; and
(xxvxxi) any and all proceeds, as defined in the Uniform Commercial CodeProceeds, products, rents, royalties rents and profits of or from any and all of the foregoing and, to the extent not otherwise included in the foregoing, (wa) all Proceeds of any sale by the Company of any shares of the Company’s common stock or other securities of the Company in the event of a Stockholder Approval Default, including, without limitation, pursuant to a Registered Repayment Offering (as such term is defined in the Loan Agreement), (b) all payments under any insurance (whether or not the Collateral Agent Secured Party is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (xc) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (yd) all claims and rights (but not obligations) to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (ze) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral. Notwithstanding the foregoing or any other provision hereof to the contrary, the Obligations under (a) the Royalty Agreement and (b) the 2014 Term Loan to the extent such Obligations were incurred pursuant to Section 3(c) of the 2014 Loan Agreement after the date that all amounts of principal and interest had been repaid in full under the 2014 Term Loan and no further Borrowings (as such term is defined in the 2014 Loan Agreement) were permitted under Section 2 of the 2014 Loan Agreement, shall be secured only by the following Collateral, in each case only to the extent the following enumerated Collateral relates to the Designated Products: (A) (1) all Copyright Collateral, (2) all Know-How Collateral, (3) all Patent Collateral, (4) all Trademark Collateral, (5) all Contracts relating to any of the items in clauses (1) through (4) of this paragraph, (6) all Accounts relating to any of the items in clauses (1) through (5) of this paragraph and (7) any and all Proceeds, products, rents and profits of or from any and all of the foregoing and, to the extent not otherwise included in the foregoing, (B) all payments under any insurance (whether or not the Secured Party is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (C) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (D) all claims and rights to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (E) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively, the “ProceedsRoyalty Agreement Collateral”). For purposes of this Agreement, the term “Proceeds” includes whatever is receivable or received when Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether voluntarily or involuntarily.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Emisphere Technologies Inc), Pledge and Security Agreement (Emisphere Technologies Inc)
Pledge and Grant of Security Interest. Each Pledgor hereby pledges pledges, assigns and collaterally assigns delivers to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a Lien upon and security interest in, all of such Pledgor’s right, title and interest in and to the following property and assets of such Pledgor, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the “Collateral”):
(i) all Accounts;
(ii) all As-Extracted Collateral;
(iii) all Chattel Paper;
(iiiiv) the Commercial Tort Claims (if any) set forth on Annex I hereto;
(ivv) all Contracts;
(vvi) all Copyright Collateral;
(vivii) all Deposit Accounts;
(viiviii) all Documents;
(viiiix) all Equipment;
(ixx) all Fixtures;
(xxi) all General Intangibles;
(xixii) all Goods;
(xiixiii) all Instruments;
(xiiixiv) all Inventory;
(xivxv) all Investment Property;
(xvxvi) all Letter-of-Credit Rights;
(xvixvii) all Patent Collateral;
(xviixviii) all Pledged Interests; provided, however, that at no time shall the Pledged Interests of any Pledgor that is a Foreign Subsidiary exceed 65% of all such shares, interests, rights and other property of the type described in this clause (xviii) of such Foreign Subsidiary that is entitled to vote;
(xviiixix) all Software;
(xixxx) all Supporting Obligations;
(xxxxi) all Trademark Collateral;
(xxixxii) all cash, cash equivalents and money of such Pledgor, wherever held;
(xxiixxiii) to the extent not covered or not specifically excluded by clauses (i) through (xxixxii) above, all of such Pledgor’s other personal property;
(xxiiixxiv) all Records evidencing or relating to any of the foregoing or that are otherwise necessary or useful in the collection thereof;
(xxivxxv) all accessions, additions, attachments, improvements, modifications and upgrades to, replacements of and substitutions for any of the foregoing; and
(xxvxxvi) any and all proceeds, as defined in the Uniform Commercial Code, products, rents, royalties and profits of or from any and all of the foregoing and, to the extent not otherwise included in the foregoing, (w) all payments under any insurance (whether or not the Collateral Administrative Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (x) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (y) all claims and rights (but not obligations) to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (z) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively, “Proceeds”). For purposes of this Agreement, the term “Proceeds” includes whatever is receivable or received when Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether voluntarily or involuntarily. Notwithstanding the foregoing: (A) the Administrative Agent may, in its sole discretion, reject or refuse to accept for credit toward payment of the Secured Obligations any Collateral that is an Account, Instrument, Chattel Paper, lease or other obligation or property of any kind due or owing from or belonging to a Sanctioned Person; (B) the terms “Collateral”, “Pledged Interests” and “General Intangibles” shall expressly exclude any Capital Stock (as defined in the Credit Agreement) or any other right or interest in the Existing Joint Ventures; (C) in no event shall the security interest granted under this Agreement attach to (1) any lease, license, contract, property rights or agreement to which such Pledgor is a party (or to any of its right or interests thereunder) if the grant of such security interest therein would constitute or result in either (i) the abandonment, invalidation or unenforceability of any right, title or interest of such Pledgor therein or (ii) a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than to the extent that any such term would be rendered ineffective by Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code as in effect in the relevant jurisdiction), (2) any assets owned by any Pledgor on the date hereof or hereafter acquired that is subject to a Permitted Lien securing Indebtedness permitted to be incurred pursuant to the Credit Agreement if the contract or other agreement in which such Permitted Lien is granted (or the documentation providing for such Indebtedness) validly prohibits the creation of any other Lien on such assets or (3) any Fixtures located on premises leased to any Pledgor to the extent the pledge thereof or grant of a security interest therein (x) is prohibited by a lease governing such premises or (y) would result in the forfeiture of any Pledgor’s right, title or interest therein under applicable law; and (D) the security interest created hereby in Pledged Interests constituting voting stock of any Foreign Subsidiary shall be limited to that portion of such voting stock that does not exceed 65% of the aggregate issued and outstanding voting stock of such Foreign Subsidiary.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Krispy Kreme Doughnuts Inc), Pledge and Security Agreement (Krispy Kreme Doughnuts Inc)
Pledge and Grant of Security Interest. Each Pledgor hereby pledges pledges, assigns and collaterally assigns delivers to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a Lien upon and security interest in, all of such Pledgor’s right, title and interest in and to the following property and assets of such Pledgor, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the “Collateral”):
(i) all Accounts;
(ii) all As-Extracted Collateral;
(iii) all Chattel Paper;
(iiiiv) the Commercial Tort Claims (if any) set forth on Annex I hereto;
(ivv) all Contracts;
(vvi) all Copyright Collateral;
(vivii) all Deposit Accounts;
(viiviii) all Documents;
(viiiix) all Equipment;
(ixx) all Fixtures;
(xxi) all General Intangibles;
(xixii) all Goods;
(xiixiii) all Instruments;
(xiiixiv) all Inventory;
(xivxv) all Investment Property;
(xvxvi) all Letter-of-Credit Rights;
(xvixvii) all Patent Collateral;
(xviixviii) all Pledged Interests; provided, however, that, (A) the Pledged Interests of any Pledgor in a Foreign Subsidiary (excluding any Foreign Subsidiary Borrower but including any Disregarded Foreign Subsidiary that is not a Foreign Subsidiary Borrower) shall not exceed 65% of all voting Capital Stock of such Foreign Subsidiary, and (B) with respect to any Foreign Subsidiary Borrower or any Foreign Subsidiary Holding Company, only 65% of the Pledged Interests issued thereby shall secure the U.S. Obligations (but nothing in this clause (xviii) limits the Pledged Interests issued by Foreign Subsidiary Borrowers or Foreign Subsidiary Holding Companies that secure the Foreign Subsidiary Obligations);
(xviiixix) all Software;
(xixxx) all Supporting Obligations;
(xxxxi) all Trademark Collateral;
(xxixxii) all cash, cash equivalents and money of such Pledgor, wherever held;
(xxiixxiii) to the extent not covered or not specifically excluded by clauses (i) through (xxixxii) above, all of such Pledgor’s other personal property;
(xxiiixxiv) all Records evidencing or relating to any of the foregoing or that are otherwise necessary or useful in the collection thereof;
(xxivxxv) all accessions, additions, attachments, improvements, modifications and upgrades to, replacements of and substitutions for any of the foregoing; and
(xxvxxvi) any and all proceeds, as defined in the Uniform Commercial CodeUCC, products, rents, royalties and profits of or from any and all of the foregoing and, to the extent not otherwise included in the foregoing, (w) all payments under any insurance (whether or not the Collateral Administrative Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (x) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (y) all claims and rights (but not obligations) to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (z) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively, “Proceeds”). For purposes of this Agreement, the term “Proceeds” includes whatever is receivable or received when Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether voluntarily or involuntarily. Notwithstanding the foregoing, the Administrative Agent may, in its sole discretion, reject or refuse to accept for credit toward payment of the Secured Obligations any Collateral that is an Account, Instrument, Chattel Paper, lease or other obligation or property of any kind due or owing from or belonging to a Sanctioned Person. Notwithstanding anything to the contrary contained herein or in any other Security Document, Collateral shall not include (i) owned or leased Realty, (ii) any Pledged Interests issued by a Foreign Subsidiary that constitutes an Immaterial Subsidiary or any Pledged Interests (including, without limitation, any Pledged Interests constituting Investment Property, General Intangibles or Proceeds) to the extent excluded from Collateral pursuant to Section 2.1(xviii) above, (iii) any property the grant of a security interest in which is (A) prohibited by any Requirement of Law of a Governmental Authority or (B) requires consent not obtained from any Governmental Authority pursuant to such Requirement of Law, (iv) any contract, agreement, license, permit or intellectual property to the extent that such grant of a security interest therein is prohibited by, or constitutes a breach or default under or results in the termination of such contract, agreement, license, permit, intellectual property, or other document evidencing or giving rise to such contract, agreement, license, permit or intellectual property, (v) any Investment Property or Pledged Interest or General Intangibles constituting Pledged Interests issued by Persons other than Subsidiaries to the extent that such grant of a security interest therein is prohibited under any applicable shareholder agreement or similar agreement or organizational document, except in each case under clause (iii), (iv) or (v) to the extent that such Requirement of Law or the applicable provision of such contract, license, agreement, permit or other document or shareholder or similar agreement or organizational document is ineffective under applicable law, (vi) any Mobile Goods, (vii) any intent-to-use US trademark application for which an amendment to allege use or statement of use has not been filed and accepted by the US Patent and Trademark Office and that would otherwise be deemed invalidated, cancelled or abandoned due to the grant of a security interest thereon (provided that each intent-to-use application shall be considered Collateral immediately and automatically upon such filing and acceptance), (viii) any deposit account or securities account specifically used as a payroll account, a benefit account, a trust and similar customer account, a fiduciary account, an escrow account or a tax payment account (all of the accounts described in this clause (viii), the “Excluded Accounts”), and (ix) any assets that the Administrative Agent, in its sole discretion, agrees in writing after the date hereof that (A) the cost of obtaining the Lien therein is excessive in relation to the value of the Lien to afforded thereby or (B) obtaining a Lien therein is not commercially practical.
Appears in 2 contracts
Sources: Pledge and Security Agreement, Pledge and Security Agreement (Crawford & Co)
Pledge and Grant of Security Interest. Each Pledgor For value received and to induce the Lenders to make the Secured Loan, each Grantor hereby collaterally assigns, mortgages, pledges and collaterally assigns hypothecates to the Collateral Agent, for the ratable benefit of the Secured Parties, Party and grants to the Collateral AgentSecured Party, for the ratable benefit on its own behalf and on behalf of the Secured PartiesLenders, and their successors and assigns, a Lien lien upon and security interest in, all of such Pledgor’s Grantor's right, title and interest in and to all of the following property and assets of such PledgorGrantor's assets, including, without limitation, the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “"Collateral”"):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) the Commercial Tort Claims (if any) set forth on Annex I hereto;
(iv) all Contracts;
(viv) all Copyright Collateral;
(viv) all Deposit Accounts;
(viivi) all Documents;
(vii) all Equipment;
(viii) all EquipmentEquity Interests;
(ix) all Fixtures;
(x) all General Intangibles;
(xi) all GoodsInstruments and Intercompany Obligations;
(xii) all InstrumentsInventory;
(xiii) all Inventory;
(xiv) all Investment Property;
(xvxiv) all LetterKnow-of-Credit RightsHow Collateral;
(xvixv) all Patent Collateral;
(xvii) all Pledged Interests;
(xviii) all Software;
(xix) all Supporting Obligations;
(xxxvi) all Trademark Collateral;
(xxixvii) all cash, cash equivalents and money of such Pledgor, wherever heldVehicles;
(xxiixviii) all Commercial Tort Claims;
(xix) all Letter of Credit Rights;
(xx) to the extent not covered or not specifically excluded by clauses (i) through (xxixviii) above, or the definitions of the terms included therein, all of such Pledgor’s Grantor's other personal property;
(xxiii) all Records evidencing , whether now owned or relating to any of the foregoing existing or that are otherwise necessary hereafter arising or useful in the collection thereof;
(xxiv) all accessions, additions, attachments, improvements, modifications and upgrades to, replacements of and substitutions for any of the foregoingacquired; and
(xxvxxi) any and all proceeds, as defined in the Uniform Commercial CodeProceeds, products, rents, royalties rents and profits of or from any and all of the foregoing and, to the extent not otherwise included in the foregoing, (wa) all Proceeds of any sale by the Grantor of any shares of Common Stock or other securities of the Grantor in the event of a Stockholder Approval Default, including, without limitation, pursuant to a Registered Repayment Offering (as such term is defined in the Loan Agreement) (b) all payments under any insurance (whether or not the Collateral Agent Secured Party is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (xc) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (yd) all claims and rights (but not obligations) to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (ze) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively, “Proceeds”). For purposes of this Agreement, the term “Proceeds” includes whatever is receivable or received when Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether voluntarily or involuntarilyCollateral.
Appears in 1 contract
Sources: Pledge and Security Agreement (Emisphere Technologies Inc)
Pledge and Grant of Security Interest. Each Pledgor As collateral security for the payment, performance and observance of all of the Secured Obligations (defined below), Grantor hereby pledges and collaterally assigns to the Collateral Agent, for the ratable benefit of the Secured PartiesHolders, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, Holders a Lien upon and continuing security interest in, all of such Pledgor’s right, title and interest in and to the following personal property and assets Fixtures of such PledgorGrantor, in each case wherever located and whether now or hereafter existing and whether now owned or existing hereafter acquired, of every kind and description, tangible or hereafter acquired or arising and wherever located intangible, including, without limitation, the following (collectively, all being collectively referred to herein as the “Collateral”):
(ia) all Accounts;
(iib) all Chattel PaperPaper (whether tangible or electronic);
(iiic) the all Commercial Tort Claims (if any) set forth on Annex I heretoClaims;
(iv) all Contracts;
(v) all Copyright Collateral;
(vid) all Deposit Accounts, all cash, and all other property from time to time deposited therein or otherwise credited thereto and the monies and property in the possession or under the control of the Holders or any affiliate, representative, agent or correspondent of the Holders;
(viie) all Documents;
(viii) all Equipment;
(ix) all Fixtures;
(xf) all General Intangibles;
(xig) all Goods;
(xii) , including, without limitation, all Instruments;
(xiii) all Equipment, Fixtures and Inventory;
(xivh) all Instruments (including, without limitation, all Promissory Notes);
(i) all Intellectual Property, and all Licenses;
(j) all Investment Property;
(xvk) all Letter-of-Credit Rights;
(xvil) all Patent CollateralPledged Shares;
(xvii) all Pledged Interests;
(xviii) all Software;
(xixm) all Supporting Obligations;
(xxn) all Trademark Collateral;
other tangible and intangible personal property of Grantor (xxi) all cash, cash equivalents and money of such Pledgor, wherever held;
(xxii) whether or not subject to the extent not covered or not specifically excluded by clauses (i) through (xxi) aboveCode), including, without limitation, all bank and other accounts and all cash and all investments therein, all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the property of Grantor described in the preceding clauses of this Section 2 (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by Grantor in respect of any of the items listed above), and all books, correspondence, files and other Records, including, without limitation, all tapes, disks, cards, Software, data, computer programs, and instructions for execution by a computer processor (including the code in such Pledgor’s Software, computer programs, or instructions) in the possession or under the control of Grantor or any other personal property;
(xxiii) all Records evidencing Person from time to time acting for Grantor that at any time evidence or contain information relating to any of the foregoing property described in the preceding clauses of this Section 2 or that are otherwise necessary or useful helpful in the collection or realization thereof;
(xxiv) all accessions, additions, attachments, improvements, modifications and upgrades to, replacements of and substitutions for any of the foregoing; and
(xxvo) any all Proceeds, including all Cash Proceeds and all proceedsNoncash Proceeds, as defined in the Uniform Commercial Code, products, rents, royalties and profits products of or from any and all of the foregoing andCollateral; in each case, to the extent not otherwise included in the foregoing, (w) all payments under any insurance howsoever Grantor’s interest therein may arise or appear (whether by ownership, security interest, claim or not the Collateral Agent is the loss payee thereunderotherwise), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (x) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (y) all claims and rights (but not obligations) to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (z) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively, “Proceeds”). For purposes of this Agreement, the term “Proceeds” includes whatever is receivable or received when Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether voluntarily or involuntarily.
Appears in 1 contract
Sources: Pledge and Security Agreement (Diomed Holdings Inc)
Pledge and Grant of Security Interest. Each Pledgor Grantor hereby pledges assigns and collaterally assigns transfers (to the Collateral extent allowable by Applicable Law) to the Administrative Agent and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, Administrative Agent and grants to the Collateral Agent, for the ratable benefit of the Secured PartiesLenders, a Lien upon and security interest in, all of the following property now owned or at any time hereafter acquired by such Pledgor’s Grantor or in which such Grantor now has or at any time in the future may acquire any right, title and or interest in and to the following property and assets of such Pledgor, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the “"Collateral”):"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor's Obligations:
(ia) all Accounts;
(iib) all Chattel Paper;
(iii) the Commercial Tort Claims (if any) set forth on Annex I hereto;
(ivc) all Material Contracts;
(v) all Copyright Collateral;
(vid) all Deposit Accounts;
(viie) all Documents;
(viiif) all Equipment;
(ix) all Fixtures;
(xg) all General Intangibles;
(xi) all Goods;
(xiih) all Instruments;
(xiiii) all Intellectual Property;
(j) all Inventory;
(xivk) all Investment Property;
(xvl) all Letter-of-Credit Rightsother property not otherwise described above;
(xvim) all Patent books and records pertaining to the Collateral;; and
(xvii) all Pledged Interests;
(xviii) all Software;
(xix) all Supporting Obligations;
(xx) all Trademark Collateral;
(xxi) all cash, cash equivalents and money of such Pledgor, wherever held;
(xxiin) to the extent not covered or not specifically excluded by clauses (i) through (xxi) aboveotherwise included, all Proceeds and products of such Pledgor’s other personal property;
(xxiii) all Records evidencing or relating to any of the foregoing or that are otherwise necessary or useful in the collection thereof;
(xxiv) all accessions, additions, attachments, improvements, modifications and upgrades to, replacements of and substitutions for any of the foregoing; and
(xxv) any and all proceeds, as defined in the Uniform Commercial Code, products, rents, royalties and profits of or from any and all of the foregoing and, to the extent not otherwise included in the foregoing, (w) and all payments under collateral security and guaranties given by any insurance (whether or not the Collateral Agent is the loss payee thereunder), indemnity, warranty or guaranty Person with respect to any of the foregoing. Notwithstanding the foregoing Collateraland anything contained in any one or more of the Loan Documents to the contrary, it is agreed that the Grantors shall not be deemed to have granted a security interest in the following: (i) any Copyright and Copyright Licenses and Trademark and Trademark Licenses for any foreign country, except Canada, owned by any Grantor, (xii) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of Leased Sites listed on Schedule 8.12(c) to the foregoing CollateralCredit Agreement until such time as the approvals, authorizations, or consents therefore have been obtained pursuant to Section 8.12(c) of the Credit Agreement, (yiii) all claims and rights (but any Leased Sites which do not obligations) to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateralappear on Schedule 8.12(c), and (ziv) any Material Contracts other than the NETCOM Network Services Agreement and the WorldCom Network Services Agreement and the Leased Sites (which shall be treated pursuant to clause (ii) above). In addition, security interest granted hereby is granted only to the extent that the grant by such Grantor in its right, title and interest in any contract, agreement, instrument or indenture (a) is not prohibited by such contract, agreement, instrument or indenture without the consent of any other party thereto, (b) would not give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder, or (c) is permitted with consent if all necessary consents to such grant of a security interest have been obtained from the other parties thereto; provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by such Grantor of a security interest pursuant to this Agreement in any Account or any money or other amounts from time due or to time paid become due under any such contract, agreement, instrument or payable under or with respect to any of the foregoing Collateral (collectively, “Proceeds”). For purposes of this Agreement, the term “Proceeds” includes whatever is receivable or received when Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether voluntarily or involuntarilyindenture.
Appears in 1 contract
Sources: Guaranty and Collateral Agreement (Mindspring Enterprises Inc)
Pledge and Grant of Security Interest. Each As security for the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of all of the Obligations in accordance with their terms, Pledgor hereby pledges and collaterally assigns to the Collateral Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, Parties a Lien upon and continuing security interest in, and a right to set off against, any and all of such Pledgor’s right, title and interest of the Pledgor in and to all of the following property and assets of such Pledgorfollowing, in each case whether now owned or existing or hereafter acquired owned, acquired, or arising and wherever located hereafter (collectively, the “Collateral”):
): (a) all Accounts;(b) all cash, currency and cash equivalents; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) all Commercial Tort Claims; (e) all Deposit Accounts; (f) all Documents; (g) all Equipment; (h) all fixtures; (i) all Accounts;
(ii) all Chattel Paper;
(iii) the Commercial Tort Claims (if any) set forth on Annex I hereto;
(iv) all Contracts;
(v) all Copyright Collateral;
(vi) all Deposit Accounts;
(vii) all Documents;
(viii) all Equipment;
(ix) all Fixtures;
(x) all General Intangibles;
; (xij) all Goods;
; (xiik) all Instruments;
; (xiiil) all intellectual property; (m) all Inventory;
; (xivn) all Investment Property;
; (xvo) all Letter-of-Credit Rights;
; (xvip) all Patent Collateral;
Payment Intangibles; (xviiq) all Pledged Interests;
Securities; (xviiir) all Securities Accounts; (s) all Software;
; (xixt) all Supporting Obligations;
; (xxu) all Trademark Collateral;
Vehicles; (xxiv) all cash, cash equivalents books and money of such Pledgor, wherever held;
(xxii) records pertaining to the extent not covered or not specifically excluded by clauses Collateral; (i) through (xxi) above, all of such Pledgor’s other personal property;
(xxiiiw) all Records evidencing or relating to any of the foregoing or that are otherwise necessary or useful in the collection thereof;
(xxiv) all accessions, additions, attachments, improvements, modifications and upgrades to, replacements of and substitutions for any of the foregoing; and
(xxv) any Accessions and all proceeds, as defined in the Uniform Commercial Code, products, rents, royalties Proceeds and profits products of or from any and all of the foregoing andand (x) all other personal property of any kind or type whatsoever now or hereafter owned by the Pledgor or as to which the Pledgor now or hereafter has the power to transfer interest therein, except for the Excluded Assets. All Pledged Securities included in the Collateral shall, to the extent not otherwise included represented by certificates, upon delivery thereof to the Seller Representative, be accompanied by undated stock powers duly executed in blank or by other instruments or documents of transfer, possession or control satisfactory to the foregoing, (w) all payments under any insurance (whether or not Seller Representative and by such other instruments and documents as Secured Parties may request. All Collateral shall be delivered to and held by Secured Parties and disposed of in accordance with the Collateral Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (x) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (y) all claims and rights (but not obligations) to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (z) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively, “Proceeds”). For purposes terms of this Pledge Agreement, the term “Proceeds” includes whatever is receivable or received when Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether voluntarily or involuntarily..
Appears in 1 contract
Sources: Pledge and Security Agreement (SUNation Energy, Inc.)
Pledge and Grant of Security Interest. Each Pledgor hereby pledges pledges, assigns and collaterally assigns delivers to the Collateral Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a Lien upon and security interest in, all of such Pledgor’s right, title and interest in and to the following property and assets of such Pledgor, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the “Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) the Commercial Tort Claims (if any) set forth on Annex I hereto;
(iv) all Contracts;
(v) all Copyright Collateral;
(vi) all Deposit Accounts;
(vii) all Documents;
(viii) all Equipment;
(ix) all Fixtures;
(x) all General Intangibles;
(xi) all Goods;
(xii) all Instruments;
(xiii) all Inventory;
(xiv) all Investment Property;
(xv) all Letter-of-Credit Rights;
(xvi) all Patent Collateral;
(xvii) all Pledged Interests;
(xviii) all Software;
(xix) all Supporting Obligations;
(xx) all Trademark Collateral;
(xxi) all cash, cash equivalents and money of such Pledgor, wherever held;
(xxii) to the extent not covered or not specifically excluded by clauses (i) through though (xxi) above, all of such Pledgor’s other personal property;
(xxiii) all Records evidencing or relating to any of the foregoing or that are otherwise necessary or useful in the collection thereof;
(xxiv) all accessions, additions, attachments, improvements, modifications and upgrades to, replacements of and substitutions for any of the foregoing; and
(xxv) any and all proceeds, as defined in the Uniform Commercial Code, products, rents, royalties and profits of or from any and all of the foregoing and, to the extent not otherwise included in the foregoing, (w) all payments under any insurance (whether or not the Collateral Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (x) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (y) all claims and rights (but not obligations) to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (z) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively, “Proceeds”). For purposes of this Agreement, the term “Proceeds” includes whatever is receivable or received when Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether voluntarily or involuntarily.
Appears in 1 contract
Pledge and Grant of Security Interest. Each Pledgor hereby pledges pledges, assigns and collaterally assigns delivers to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a Lien upon and security interest in, all of such Pledgor’s right, title and interest in and to the following property and assets of such Pledgor, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the “Collateral”):
(i) all Accounts;
(ii) all As-Extracted Collateral;
(iii) all Chattel Paper;
(iiiiv) the Commercial Tort Claims (if any) set forth on Annex I hereto;
(ivv) all Contracts;
(vvi) all Copyright Collateral;
(vivii) all Deposit Accounts;
(viiviii) all Documents;
(viiiix) all Equipment;
(ixx) all Fixtures;
(xxi) all General Intangibles;
(xixii) all Goods;
(xiixiii) all Instruments;
(xiiixiv) all Inventory;
(xivxv) all Investment Property;
(xvxvi) all Letter-of-Credit Rights;
(xvixvii) all Patent Collateral;
(xviixviii) all Pledged InterestsEquity; provided, however, that, (A) the Pledged Equity of any Pledgor in a Foreign Subsidiary (excluding any Foreign Subsidiary Borrower but including any Disregarded Foreign Subsidiary that is not a Foreign Subsidiary Borrower) shall not exceed 65% of all voting Capital Stock of such Foreign Subsidiary, and (B) with respect to any Foreign Subsidiary Borrower or any Foreign Subsidiary Holding Company, only 65% of the Pledged Equity issued thereby shall secure the U.S. Obligations (but nothing in CHAR1\1838878v4 this clause (xviii) limits the Pledged Equity issued by Foreign Subsidiary Borrowers or Foreign Subsidiary Holding Companies that secure the Foreign Obligations);
(xviiixix) all Software;
(xixxx) all Supporting Obligations;
(xxxxi) all Trademark Collateral;
(xxixxii) all cash, cash equivalents and money of such Pledgor, wherever held;
(xxiixxiii) to the extent not covered or not specifically excluded by clauses (i) through (xxixxii) above, all of such Pledgor’s other personal property;
(xxiiixxiv) all Records evidencing or relating to any of the foregoing or that are otherwise necessary or useful in the collection thereof;
(xxivxxv) all accessions, additions, attachments, improvements, modifications and upgrades to, replacements of and substitutions for any of the foregoing; and
(xxvxxvi) any and all proceeds, as defined in the Uniform Commercial CodeUCC, products, rents, royalties and profits of or from any and all of the foregoing and, to the extent not otherwise included in the foregoing, (w) all payments under any insurance (whether or not the Collateral Administrative Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (x) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (y) all claims and rights (but not obligations) to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (z) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively, “Proceeds”). For purposes of this Agreement, the term “Proceeds” includes whatever is receivable or received when Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether voluntarily or involuntarily. Notwithstanding the foregoing, the Administrative Agent may, in its sole discretion, reject or refuse to accept for credit toward payment of the Secured Obligations any Collateral that is an Account, Instrument, Chattel Paper, lease or other obligation or property of any kind due or owing from or belonging to a Sanctioned Person. Notwithstanding anything to the contrary contained herein or in any other Security Document, Collateral shall not include (i) owned or leased Realty, (ii) any Pledged Equity issued by a Foreign Subsidiary that constitutes an Immaterial Subsidiary or any Pledged Equity (including, without limitation, any Pledged Equity constituting Investment Property, General Intangibles or Proceeds) to the extent excluded from Collateral pursuant to Section 2.1(xviii) above, (iii) any property the grant of a security interest in which is (A) prohibited by any requirement of Applicable Law of a Governmental Authority or (B) requires consent not obtained from any Governmental Authority pursuant to such requirement of Applicable Law, (iv) any contract, agreement, license, permit or intellectual property to the extent that such grant of a security interest therein is prohibited by, or constitutes a breach or default under or results in the termination of such contract, agreement, license, permit, intellectual property, or other document evidencing or giving rise to such contract, agreement, license, permit or intellectual property, (v) any Investment Property or Pledged Equity or General Intangibles constituting Pledged Equity issued by Persons other than Subsidiaries to the extent CHAR1\1838878v4 that such grant of a security interest therein is prohibited under any applicable shareholder agreement or similar agreement or organizational document, except in each case under clause (iii), (iv) or (v) to the extent that such requirement of Applicable Law or the applicable provision of such contract, license, agreement, permit or other document or shareholder or similar agreement or organizational document is ineffective under Applicable Law (including, without limitation, pursuant to Anti-Assignment provisions), (vi) any Mobile Goods, (vii) any intent-to-use US trademark application for which an amendment to allege use or statement of use has not been filed and accepted by the US Patent and Trademark Office and that would otherwise be deemed invalidated, cancelled or abandoned due to the grant of a security interest thereon (provided that each intent-to-use application shall be considered Collateral immediately and automatically upon such filing and acceptance), (viii) any deposit account or securities account specifically used as a payroll account, a benefit account, a trust and similar customer account, a fiduciary account, an escrow account or a tax payment account (all of the accounts described in this clause (viii), the “Excluded Accounts”), and (ix) any assets that the Administrative Agent, in its sole discretion, agrees in writing after the date hereof that (A) the cost of obtaining the Lien therein is excessive in relation to the value of the Lien to afforded thereby or (B) obtaining a Lien therein is not commercially practical.
Appears in 1 contract
Pledge and Grant of Security Interest. Each Pledgor hereby pledges pledges, assigns and collaterally assigns delivers to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a Lien upon and security interest in, all of such Pledgor’s right, title and interest in and to the following property and assets of such Pledgor, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the “Collateral”):
(i) all Accounts;
(ii) all As-Extracted Collateral;
(iii) all Chattel Paper;
(iiiiv) the Commercial Tort Claims (if any) set forth on Annex I hereto;
; (ivv) all Contracts;
; (vvi) all Copyright Collateral;
(vivii) all Deposit Accounts;
(viiviii) all Documents;
(viiiix) all Equipment;
(ixx) all Fixtures;
(xxi) all General Intangibles;
(xixii) all Goods;
(xiixiii) all Instruments;
(xiiixiv) all Inventory;
(xivxv) all Investment Property;
(xvxvi) all Letter-of-Credit Rights;
(xvixvii) all Patent Collateral;
(xviixviii) all Pledged Interests; provided, however, that at no time shall the Pledged Interests of any Foreign Subsidiary exceed 65% of all such shares, interests, rights and other property of the type described in this clause (xviii) of such Foreign `Subsidiary;
(xviiixix) all Software;
(xixxx) all Supporting Obligations;
(xxxxi) all Trademark Collateral;
(xxixxii) all cash, cash equivalents and money of such Pledgor, wherever held;
(xxiixxiii) to the extent not covered or not specifically excluded by clauses (i) through (xxixxii) above, all of such Pledgor’s other personal property;
(xxiiixxiv) all Records evidencing or relating to any of the foregoing or that are otherwise necessary or useful in the collection thereof;
(xxivxxv) all accessions, additions, attachments, improvements, modifications and upgrades to, replacements of and substitutions for any of the foregoing; and
(xxvxxvi) any and all proceeds, as defined in the Uniform Commercial Code, products, rents, royalties and profits of or from any and all of the foregoing and, to the extent not otherwise included in the foregoing, (w) all payments under any insurance (whether or not the Collateral Administrative Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (x) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (y) all claims and rights (but not obligations) to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (z) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively, “Proceeds”). For purposes of this Agreement, the term “Proceeds” includes whatever is receivable or received when Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether voluntarily or involuntarily; provided, however, Collateral shall not include any Excluded Collateral. Notwithstanding the foregoing, the Administrative Agent may, in its sole discretion, reject or refuse to accept for credit toward payment of the Secured Obligations any Collateral that is an Account, Instrument, Chattel Paper, lease or other obligation or property of any kind due or owing from or belonging to a Sanctioned Person.
Appears in 1 contract
Sources: Pledge and Security Agreement (Swisher Hygiene Inc.)
Pledge and Grant of Security Interest. Each Pledgor hereby pledges pledges, assigns and collaterally assigns delivers to the Collateral Administrative Agent, for the ratable benefit of the Banks (including the Issuing Bank in its capacity as such) and the Administrative Agent (collectively, the "Secured Parties"), and grants to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a Lien upon and security interest in, all of such Pledgor’s 's right, title and interest in and to the following (collectively, the "Collateral"):
(i) The following accounts, each established by State Street Bank and Trust Company ("State Street"), as Custodian for and in the name of the applicable Pledgor listed below (such accounts, together with any successor or replacement accounts and any new accounts added to the Collateral pursuant to Section 4(d), and all sub-accounts created under any of the foregoing, collectively, the "Accounts," and individually, an "Account"; the Accounts designated as "Fund Accounts" below, collectively, the "Fund Accounts," and individually, a "Fund Account"; and the Accounts designated as "DDA Accounts" below, collectively, the "Deposit Accounts," and individually, a "Deposit Account"):
(A) ACE Limited Control Account Wachovia, Fund Account Number ____, DDA Account Number ________, each in the name of the Parent;
(B) ACE Bermuda Control Account Wachovia, Fund Account Number ____, DDA Account Number ________, each in the name of ACE Bermuda;
(C) ATLR Control Account Wachovia, Fund Account Number ____, DDA Account Number ________, each in the name of Tempest Life; and
(D) ATR Bermuda Control Account Wachovia, Fund Account Number ____, DDA Account Number ________, each in the name of Tempest;
(ii) all securities, money, instruments and other assets now or at any time hereafter held or contained in or credited to any of the Accounts, including, without limitation, all bonds, debentures, stock and other securities (whether certificated or uncertificated and whether in registered, bearer or book-entry form), security entitlements, securities accounts and other investment property and assets all promissory notes, negotiable instruments, certificates of such Pledgordeposit, deposit accounts, financial assets, cash and cash equivalents, together with all rights to receive interest, income, dividends, distributions, returns of capital and other amounts (whether in cash, securities, property, or a combination thereof), and all additional stock, warrants, options, securities, interests and other property, from time to time paid or payable or distributed or distributable in respect of any of the foregoing (but subject to the provisions of Section 5); all additions, replacements, substitutions and exchanges to or for any of the foregoing; and all other rights, powers, privileges, interests, claims and other property in any manner arising out of or relating to any of the foregoing, of whatever kind or character; together with all certificates, instruments and entries upon the books of any Custodian or any other securities intermediaries at any time evidencing any of the foregoing, in each case whether now owned or existing or hereafter acquired or arising arising, and wherever located including, without limitation, the securities and other assets listed in the Account statements attached hereto as Exhibit A (the securities and other assets described in this clause (ii), together with the Accounts, collectively, the “Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;"Pledged Assets"); and
(iii) the Commercial Tort Claims (if any) set forth on Annex I hereto;
(iv) all Contracts;
(v) all Copyright Collateral;
(vi) all Deposit Accounts;
(vii) all Documents;
(viii) all Equipment;
(ix) all Fixtures;
(x) all General Intangibles;
(xi) all Goods;
(xii) all Instruments;
(xiii) all Inventory;
(xiv) all Investment Property;
(xv) all Letter-of-Credit Rights;
(xvi) all Patent Collateral;
(xvii) all Pledged Interests;
(xviii) all Software;
(xix) all Supporting Obligations;
(xx) all Trademark Collateral;
(xxi) all cash, cash equivalents and money of such Pledgor, wherever held;
(xxii) to the extent not covered or not specifically excluded by clauses (i) through (xxi) above, all of such Pledgor’s other personal property;
(xxiii) all Records evidencing or relating to any of the foregoing or that are otherwise necessary or useful in the collection thereof;
(xxiv) all accessions, additions, attachments, improvements, modifications and upgrades to, replacements of and substitutions for any of the foregoing; and
(xxv) any and all proceeds, proceeds (as defined in the Uniform Commercial Code, products, rents, royalties and profits ) of or from any and all of the foregoing and, to the extent not otherwise included in the foregoing, (wy) all payments under any insurance (whether or not the Collateral Administrative Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (x) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (y) all claims and rights (but not obligations) to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (z) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively, “"Proceeds”"). For purposes of this Agreement, the term “"Proceeds” " includes whatever is receivable or received when Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether voluntarily or involuntarily.
Appears in 1 contract
Sources: Reimbursement Agreement (Ace LTD)
Pledge and Grant of Security Interest. Each Pledgor hereby pledges pledges, assigns and collaterally assigns delivers to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a Lien upon and security interest in, all of such Pledgor’s right, title and interest in and to the following property and assets of such Pledgor, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the “Collateral”):
(i) all Accounts;
(ii) all As-Extracted Collateral;
(iii) all Chattel Paper;
(iiiiv) the Commercial Tort Claims (if any) set forth on Annex I hereto;
(ivv) all Contracts;
(vvi) all Copyright Collateral;
(vivii) all Deposit Accounts;
(viiviii) all Documents;
(viiiix) all Equipment;
(ixx) all Fixtures;
(xxi) all General Intangibles;
(xixii) all Goods;
(xiixiii) all Instruments;
(xiiixiv) all Inventory;
(xivxv) all Investment Property;
(xvxvi) all Letter-of-Credit Rights;
(xvixvii) all Patent Collateral;
(xviixviii) all Pledged Interests;
(xviiixix) all Software;
(xixxx) all Supporting Obligations;
(xxxxi) all Trademark Collateral;
(xxixxii) all cash, cash equivalents and money Money of such Pledgor, wherever held;
(xxiixxiii) to the extent not covered or not specifically excluded by clauses (i) through (xxixxii) above, all of such Pledgor’s other personal property;
(xxiiixxiv) all Records evidencing or relating to any of the foregoing or that are otherwise necessary or useful in the collection thereofRecords;
(xxivxxv) all accessions, additions, attachments, improvements, modifications and upgrades to, replacements of and substitutions for any of the foregoing; and
(xxvxxvi) any and all proceeds, as defined in the Uniform Commercial Code, products, rents, royalties and profits of or from any and all of the foregoing and, to the extent not otherwise included in the foregoing, (w) all payments under any insurance (whether or not the Collateral Administrative Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (x) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (y) all claims and rights (but not obligations) to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (z) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively, “Proceeds”). For purposes of this Agreement, the term “Proceeds” includes whatever is receivable or received when Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether voluntarily or involuntarily; provided, however, that notwithstanding any of the other provisions set forth in this Section 2.1, in no event shall the security interest granted under this Section 2.1 attach to (1) any Contract to which any Pledgor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of any Pledgor therein or (B) in a breach or termination pursuant to the terms of, or a default under, any such Contract (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity), provided that, upon the termination or lapse of any such of the above-described conditions with respect to any such Contract, such Pledgor shall, automatically and without the necessity of any further action on the part of such Pledgor or any other Person, be deemed to have granted to the Administrative Agent a security interest in and Lien upon all of such Pledgor’s right, title and interest in and to such Contract and the same shall constitute Collateral hereunder, all as if such restriction had never been effective; and provided further that nothing in this clause (1) shall limit or restrict the assignment or grant of a security interest by any Pledgor in any Proceeds of any such Contract, (2) any of the outstanding equity or other ownership interests of a Foreign Entity in excess of 65% of the voting power of all classes of equity or other ownership interests of such Foreign Entity entitled to vote; and (3) any applications for Trademarks filed in the United States Patent and Trademark Office (the “PTO”) pursuant to 15 U.S.C. §1051 Section 1(b) unless and until evidence of use of the ▇▇▇▇ in interstate commerce is submitted to the PTO pursuant to 15 U.S.C. §1051 Section 1(c) or Section 1(d). Notwithstanding the foregoing, the Administrative Agent may, in its sole discretion, reject or refuse to accept for credit toward payment of the Secured Obligations any Collateral that is an Account, Instrument, Chattel Paper, lease or other obligation or property of any kind due or owing from or belonging to a Sanctioned Person.
Appears in 1 contract
Sources: Pledge and Security Agreement (Jackson Hewitt Tax Service Inc)
Pledge and Grant of Security Interest. Each Pledgor hereby pledges and collaterally assigns to the Collateral Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a Lien upon and security interest in, all of such Pledgor’s right, title and interest in and to the following property and assets of such Pledgorfollowing, in each case whether now owned or existing or hereafter acquired or arising and wherever located or in which such Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) the Commercial Tort Claims (if any) set forth on Annex I heretoall Deposit Accounts;
(iv) all ContractsDocuments relating to any of the Collateral;
(v) all Copyright CollateralInstruments;
(vi) all Deposit AccountsInventory;
(vii) all DocumentsEquipment;
(viii) all EquipmentInvestment Property (other than Equity Interests) representing Permitted Investments which are not Deposit Accounts;
(ix) all Fixturescash which is not in a Deposit Account and all Money;
(x) all General IntangiblesEquity Interests (other than Equity Interests in Enrichment, which, subject to Section 2.3(b), are pledged to the Agent pursuant to Section 2.3, and, upon the consummation of a Restructuring Event, Equity Interests in Enrichment and any Intermediate Holdco, which, subject to Section 2.3(b), shall be pledged to the Agent pursuant to Section 2.3); provided, however, that no Equity Interests of any Foreign Subsidiary shall be included hereunder to the extent that the aggregate amount of Equity Interests of such Foreign Subsidiary pledged hereunder would exceed 65% of such Foreign Subsidiary’s Equity Interests; provided further that, for the avoidance of doubt, no Equity Interests of any ACP Company or the Specified Entity shall be Collateral;
(xi) all Goodsbooks and records, wherever located, relating to any of the Collateral;
(xii) all Instruments;
General Intangibles (xiii) all Inventory;
(xiv) all Investment Property;
(xv) all Letter-of-Credit Rights;
(xvi) all Patent Collateral;
(xvii) all Pledged other than Equity Interests;
(xviii) all Software;
(xix) all Supporting Obligations;
(xx) all Trademark Collateral;
(xxi) all cash, cash equivalents and money of such Pledgor, wherever held;
(xxii) to the extent not covered or not specifically excluded by clauses (i) through (xxi) above, all of such Pledgor’s other personal property;
(xxiii) all Records evidencing or relating to any of the foregoing or that are otherwise necessary or useful in the collection thereof;
(xxiv) all accessions, additions, attachments, improvements, modifications and upgrades to, replacements of and substitutions for any of the foregoing); and
(xxvxiii) any and all proceeds, as such term is defined in the Uniform Commercial Code, products, rents, royalties rents and profits of or from any and all of the foregoing and, to the extent not otherwise included in the foregoing, (wx) all payments under any insurance (whether or not the Collateral Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (xy) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (y) all claims and rights (but not obligations) to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (z) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively, “Proceeds”). For purposes Each Pledgor authorizes the Agent to file financing statements under the Uniform Commercial Code describing the Collateral and to file appropriate statements with the appropriate jurisdictions describing any other statutory liens held by the Agent. In no event shall the Collateral include, and no Pledgor shall be deemed to have granted a security interest in (i) the DOE Collateral, (ii) any ACP Grant Purchased Property and (iii) any of this Agreementsuch Pledgor’s rights or interests in any license, contract or agreement to which such Pledgor is a party or any of its or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement or otherwise, result in a breach of the terms of, or constitute a default under any license, contract or agreement to which such Pledgor is a party (other than to the extent that any such term would be rendered ineffective pursuant to the Uniform Commercial Code or any other applicable law (including the Bankruptcy Code) or principles of equity); provided that immediately upon the ineffectiveness, lapse or termination of any such provision, the term “Proceeds” includes whatever is receivable Collateral shall include, and such Pledgor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect; and provided further that any Account or received when money or other amounts due or to become due to such Pledgor under any such license, contract or agreement or any proceeds resulting from the sale or other disposition by any Pledgor of any rights of such Pledgor under any such license, contract or agreement shall at no time be excluded from the Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether voluntarily or involuntarilythe security interest granted by such Pledgor hereunder in favor of the Agent.
Appears in 1 contract
Pledge and Grant of Security Interest. Each Pledgor hereby pledges and collaterally assigns to the Collateral Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a Lien upon and security interest in, all of such Pledgor’s right, title and interest in and to the following property and assets of such Pledgorfollowing, in each case whether now owned or existing or hereafter acquired or arising and wherever located or in which such Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) the Commercial Tort Claims (if any) set forth on Annex I hereto;
(iv) all ContractsChattel Paper; all Deposit Accounts; all Documents relating to any of the Collateral;
(v) all Copyright CollateralInstruments;
(vi) all Deposit AccountsInventory;
(vii) all DocumentsInvestment Property (other than Equity Interests) representing Permitted Investments which are not Deposit Accounts;
(viii) all Equipmentcash which is not in a Deposit Account and all Money;
(ix) all FixturesEquity Interests (other than Equity Interests in Enrichment, which, subject to Section 2.3(b), are pledged to the Agent pursuant to Section 2.3, and, upon the consummation of a Restructuring Event, Equity Interests in Enrichment and any Intermediate Holdco, which, subject to Section 2.3(b), shall be pledged to the Agent pursuant to Section 2.3); provided, however, that no Equity Interests of any Foreign Subsidiary shall be included hereunder to the extent that the aggregate amount of Equity Interests of such Foreign Subsidiary pledged hereunder would exceed 65% of such Foreign Subsidiary’s Equity Interests; provided further that, for the avoidance of doubt, no Equity Interests of any ACP Company or the Specified Entity shall be Collateral;
(x) all General Intangiblesbooks and records, wherever located, relating to any of the Collateral;
(xi) all Goods;
General Intangibles (xii) all Instruments;
(xiii) all Inventory;
(xiv) all Investment Property;
(xv) all Letter-of-Credit Rights;
(xvi) all Patent Collateral;
(xvii) all Pledged other than Equity Interests;
(xviii) all Software;
(xix) all Supporting Obligations;
(xx) all Trademark Collateral;
(xxi) all cash, cash equivalents and money of such Pledgor, wherever held;
(xxii) to the extent not covered or not specifically excluded by clauses (i) through (xxi) above, all of such Pledgor’s other personal property;
(xxiii) all Records evidencing or relating to any of the foregoing or that are otherwise necessary or useful in the collection thereof;
(xxiv) all accessions, additions, attachments, improvements, modifications and upgrades to, replacements of and substitutions for any of the foregoing); and
(xxvxii) any and all proceeds, as such term is defined in the Uniform Commercial Code, products, rents, royalties rents and profits of or from any and all of the foregoing and, to the extent not otherwise included in the foregoing, (wx) all payments under any insurance (whether or not the Collateral Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (xy) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (y) all claims and rights (but not obligations) to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (z) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively, “Proceeds”). For purposes Each Pledgor authorizes the Agent to file financing statements under the Uniform Commercial Code describing the Collateral and to file appropriate statements with the appropriate jurisdictions describing any other statutory liens held by the Agent. In no event shall the Collateral include, and no Pledgor shall be deemed to have granted a security interest in (i) the DOE Collateral and (ii) any of this Agreementsuch Pledgor’s rights or interests in any license, contract or agreement to which such Pledgor is a party or any of its or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement or otherwise, result in a breach of the terms of, or constitute a default under any license, contract or agreement to which such Pledgor is a party (other than to the extent that any such term would be rendered ineffective pursuant to the Uniform Commercial Code or any other applicable law (including the Bankruptcy Code) or principles of equity); provided that immediately upon the ineffectiveness, lapse or termination of any such provision, the term “Proceeds” includes whatever is receivable Collateral shall include, and such Pledgor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect; and provided further that any Account or received when money or other amounts due or to become due to such Pledgor under any such license, contract or agreement or any proceeds resulting from the sale or other disposition by any Pledgor of any rights of such Pledgor under any such license, contract or agreement shall at no time be excluded from the Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether voluntarily or involuntarilythe security interest granted by such Pledgor hereunder in favor of the Agent.
Appears in 1 contract
Pledge and Grant of Security Interest. Each (a) As security for the payment and performance in full of its Obligations, each Pledgor hereby pledges transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and collaterally assigns delivers unto the Collateral Agent and grants (and hereby reconfirms such grant under the Amended Security Agreement), to the Collateral Agent, Agent for the ratable its benefit of the Secured Parties, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a Lien upon and first priority security interest inin (i) the shares of capital stock listed below the name of such Pledgor on Schedule I and any shares of stock of any Subsidiary obtained in the future by such Pledgor and the certificates representing all such shares, excluding any Inactive Subsidiary and the shares of any CFC to the extent the number of shares would exceed 65% of the shares of capital stock of such CFC (the “Pledged Stock”), (ii) all of such Pledgor’s right, title respective partnership and interest membership interests and related rights described in Schedule II and to any partnership or membership interests or other equity interests in any Subsidiary obtained in the following property and assets of future by such Pledgor, in each case whether now owned or existing or hereafter acquired or arising excluding the respective partnership and wherever located membership interests of any CFC to the extent the number of respective partnership and membership interests would exceed 65% of the shares of respective partnership and membership interests of such CFC (collectively, the “CollateralPledged Interests”):
(i) all Accounts;
(ii) all Chattel Paper;
), (iii) all other property that may be delivered to and held by the Commercial Tort Claims (if any) set forth on Annex I hereto;
Collateral Agent pursuant to the terms hereof, (iv) subject to Section 2.05, all Contracts;
payments of dividends and distributions, including, without limitation, all cash, instruments and other property (including, without limitation, any security entitlements or investment property), from time to time received, receivable or otherwise paid or distributed, in respect of, or in exchange for or upon the conversion of the securities and other property referred to in clauses (i), (ii), or (iii) above, (v) subject to Section 2.05, all Copyright Collateral;
rights and privileges of such Pledgor with respect to the securities (including, without limitation, any securities entitlements) and other property referred to in clauses (i), (ii), (iii) and (iv) above, (vi) any and all Deposit Accounts;
custodial accounts, securities accounts or other safekeeping accounts in which any of the foregoing property (and any property described in the following clauses (vii) all Documents;
and (viii)) may be deposited or held in, and any security entitlements or other rights relating thereto, (vii) any securities (as defined in the New York Uniform Commercial Code (the “UCC”)) constituted by any of the foregoing, and (viii) all Equipment;
proceeds (ixas defined in the UCC) all Fixtures;
of any of the foregoing (x) all General Intangibles;
(xi) all Goods;
(xii) all Instruments;
(xiii) all Inventory;
(xiv) all Investment Property;
(xv) all Letter-of-Credit Rights;
(xvi) all Patent Collateral;
(xvii) all Pledged Interests;
(xviii) all Software;
(xix) all Supporting Obligations;
(xx) all Trademark Collateral;
(xxi) all cash, cash equivalents and money of such Pledgor, wherever held;
(xxii) the items referred to the extent not covered or not specifically excluded by in clauses (i) through (xxivii) above, all above being collectively referred to as the “Collateral”). The Collateral Agent acknowledges that the security interest in the Collateral granted herein is and shall be subject to the terms and conditions of such Pledgor’s other personal property;the Prudential Intercreditor Agreement.
(xxiiib) all Records evidencing or relating to any of the foregoing or that are otherwise necessary or useful in the collection thereof;
(xxiv) all accessions, additions, attachments, improvements, modifications and upgrades to, replacements of and substitutions for any of the foregoing; and
(xxv) any and all proceeds, as defined in the Uniform Commercial Code, products, rents, royalties and profits of or from any and all of the foregoing and, Upon delivery to the extent not otherwise Collateral Agent, any stock certificates, notes or other securities now or hereafter included in the foregoing, Collateral (wthe “Pledged Securities”) all payments under any insurance (whether shall be accompanied by undated stock powers duly executed in blank or not other instruments of transfer satisfactory to the Collateral Agent is and by such other instruments and documents as the loss payee thereunderCollateral Agent may request. Without limiting Section 2.02(b), indemnity, warranty or guaranty with respect to any (i) all other property comprising part of the foregoing Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may request, and (ii) upon the grant of a security interest in partnership or membership interests or other equity interests in any Person now or hereafter included in the Collateral, there shall be executed and delivered to the Collateral Agent such instruments of consent, waiver, and recognition, from the issuer and other equity holders thereof (xhaving provisions comparable to the Consent, Waiver and Recognition Agreement in substantially the form of Exhibit 2.01 hereto) all payments and such other instruments and documents (including Uniform Commercial Code financing statements duly executed in proper form for filing in such offices as the Collateral Agent shall require) as the Collateral Agent may request; provided that in connection with any requisitionsuch partnership or membership interests or other equity interests in any Person organized under a jurisdiction other than the United States or a State thereof (x) which is prohibited by applicable law from executing and delivering such consent, condemnationwaiver, seizure and recognition, such consent, waiver, and recognition shall not be required or forfeiture with respect to any of the foregoing Collateral, (y) all claims which is required by applicable law to make any registration or filing in connection with or prior to the execution and rights (but not obligations) to recover for any pastdelivery of such consent, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateralwaiver, and recognition, the applicable Pledgor shall use commercially reasonable efforts to make such registration or filing and to deliver such consent, waiver, and recognition. Each delivery of Pledged Securities and each such grant of a security interest shall be accompanied by a schedule describing the securities, securities entitlements, investment property and equity interests theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I or Schedule II, as applicable, and made a part hereof (z) all other amounts from time provided that the failure to time paid or payable under or with respect to deliver any such schedule shall not impair the security interest hereunder of the foregoing Collateral (collectively, “Proceeds”Agent in any Pledged Securities or Pledged Interests). For purposes of this Agreement, Each schedule so delivered (except to the term “Proceeds” includes whatever is receivable or received when Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether voluntarily or involuntarilyextent in error) shall supersede any prior schedules so delivered.
Appears in 1 contract
Sources: Pledge and Security Agreement (DREW INDUSTRIES Inc)
Pledge and Grant of Security Interest. Each Pledgor hereby pledges pledges, assigns and collaterally assigns delivers to the Collateral Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a Lien upon and security interest in, all of such Pledgor’s right, title and interest in and to the following property and assets of such Pledgor, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the “Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) the Commercial Tort Claims (if any) set forth on Annex I hereto;
(iv) all Contracts;
(v) all Copyright Collateral;
(vi) all Deposit Accounts;
(vii) all Documents;
(viii) all Equipment;
(ix) all Fixtures;
(x) all General Intangibles;
(xi) all Goods;
(xii) all Instruments;
(xiii) all Inventory;
(xiv) all Investment Property;
(xv) all Letter-of-Credit Rights;
(xvi) all Patent Collateral;
(xvii) all Pledged Interests;
(xviii) all Software;
(xix) all Supporting Obligations;
(xx) all Trademark Collateral;
(xxi) all cash, cash equivalents and money of such Pledgor, wherever held;
(xxii) to the extent not covered or not specifically excluded by clauses (i) through though (xxi) above, all of such Pledgor’s other personal property;
(xxiii) all Records evidencing or relating to any of the foregoing or that are otherwise necessary or useful in the collection thereof;
(xxiv) all accessions, additions, attachments, improvements, modifications and upgrades to, replacements of and substitutions for any of the foregoing; and
(xxv) any and all proceeds, as defined in the Uniform Commercial Code, products, rents, royalties and profits of or from any and all of the foregoing and, to the extent not otherwise included in the foregoing, (w) all payments under any insurance (whether or not the Collateral Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (x) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (y) all claims and rights (but not obligations) to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (z) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively, “Proceeds”). For purposes of this Agreement, the term “Proceeds” includes whatever is receivable or received when Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether voluntarily or involuntarily. Notwithstanding the foregoing, the term “Collateral” (and any component definition thereof) shall not include (i) any General Intangibles, or other rights arising under Contracts, Instruments, Licenses, license agreements or other documents entered into in the ordinary course of business in good faith and not in contemplation of circumventing any Pledgor’s obligations under the Loan Documents, to the extent (and only to the extent) that the grant of a security interest would (A) constitute a violation of a restriction in favor of a third party on such grant, unless and until any required consents shall have been obtained, (B) give any other party to such Contract, Instrument, License, license agreement or other document the right to terminate its obligations thereunder, or (C) violate any law; provided, however, that (x) any portion of any such General Intangible, property, or other right shall cease to be excluded from the definition of “Collateral” pursuant to the foregoing proviso at the time and to the extent that the grant of a security interest therein does not result in any of the consequences specified above and (y) the limitation set forth in the foregoing proviso shall not affect, limit, restrict or impair the grant by any Pledgor of a security interest pursuant to this Agreement in any such General Intangible or other right, to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the UCC; and (ii) any direct Proceeds, substitutions or replacements of the property described in the immediately preceding clause (i), but only to the extent such proceeds, substitutions or replacements would otherwise be excluded pursuant to such clause (i).
Appears in 1 contract
Pledge and Grant of Security Interest. Each Pledgor As collateral security for the payment, performance and observance of all of the Guaranteed Obligations, Grantor hereby pledges and collaterally assigns to the Collateral Agent, for the ratable benefit of the Secured PartiesHolders, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, Holders a Lien upon and continuing security interest in, all of such Pledgor’s right, title and interest in and to the following personal property and assets Fixtures of such PledgorGrantor, in each case wherever located and whether now or hereafter existing and whether now owned or existing hereafter acquired, of every kind and description, tangible or hereafter acquired or arising and wherever located intangible, including, without limitation, the following (collectively, all being collectively referred to herein as the “Collateral”):
(ia) all Accounts;
(iib) all Chattel PaperPaper (whether tangible or electronic);
(iiic) the all Commercial Tort Claims (if any) set forth on Annex I heretoClaims;
(iv) all Contracts;
(v) all Copyright Collateral;
(vid) all Deposit Accounts, all cash, and all other property from time to time deposited therein or otherwise credited thereto and the monies and property in the possession or under the control of the Holders or any affiliate, representative, agent or correspondent of the Holders;
(viie) all Documents;
(viii) all Equipment;
(ix) all Fixtures;
(xf) all General Intangibles;
(xig) all Goods;
(xii) , including, without limitation, all Instruments;
(xiii) all Equipment, Fixtures and Inventory;
(xivh) all Instruments (including, without limitation, all Promissory Notes);
(i) all Intellectual Property, and all Licenses;
(j) all Investment Property;
(xvk) all Letter-of-Credit Rights;
(xvil) all Patent CollateralPledged Shares;
(xvii) all Pledged Interests;
(xviii) all Software;
(xixm) all Supporting Obligations;
(xxn) all Trademark Collateral;
other tangible and intangible personal property of Grantor (xxi) all cash, cash equivalents and money of such Pledgor, wherever held;
(xxii) whether or not subject to the extent not covered or not specifically excluded by clauses (i) through (xxi) aboveCode), including, without limitation, all bank and other accounts and all cash and all investments therein, all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the property of Grantor described in the preceding clauses of this Section 2 (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by Grantor in respect of any of the items listed above), and all books, correspondence, files and other Records, including, without limitation, all tapes, disks, cards, Software, data, computer programs, and instructions for execution by a computer processor (including the code in such Pledgor’s Software, computer programs, or instructions) in the possession or under the control of Grantor or any other personal property;
(xxiii) all Records evidencing Person from time to time acting for Grantor that at any time evidence or contain information relating to any of the foregoing property described in the preceding clauses of this Section 2 or that are otherwise necessary or useful helpful in the collection or realization thereof;
(xxiv) all accessions, additions, attachments, improvements, modifications and upgrades to, replacements of and substitutions for any of the foregoing; and
(xxvo) any all Proceeds, including all Cash Proceeds and all proceedsNoncash Proceeds, as defined in the Uniform Commercial Code, products, rents, royalties and profits products of or from any and all of the foregoing andCollateral; in each case, to the extent not otherwise included in the foregoing, (w) all payments under any insurance howsoever Grantor’s interest therein may arise or appear (whether by ownership, security interest, claim or not the Collateral Agent is the loss payee thereunderotherwise), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (x) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (y) all claims and rights (but not obligations) to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (z) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively, “Proceeds”). For purposes of this Agreement, the term “Proceeds” includes whatever is receivable or received when Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether voluntarily or involuntarily.
Appears in 1 contract
Sources: Guarantor Pledge and Security Agreement (Diomed Holdings Inc)
Pledge and Grant of Security Interest. Each Pledgor hereby pledges and collaterally assigns to the Collateral Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a Lien upon and security interest in, all of such Pledgor’s right, title and interest in and to the following property and assets of such Pledgorfollowing, in each case whether now owned or existing or hereafter acquired or arising and wherever located or in which such Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) the all Commercial Tort Claims (if any) set forth on Annex I heretoClaims;
(iv) all Contracts;
(v) all Copyright Collateral;
(vi) all Deposit AccountsAccounts (all cash, and all other property from time to time deposited therein or credited thereto and the monies and properties of Collateral Agent or any Lender or any Affiliate, representative, agent or correspondent of Collateral Agent or any Lenders);
(vii) all DocumentsDocuments and Records;
(viii) all EquipmentDomain Names;
(ix) all Equipment;
(x) all Equity Interests; provided, however, that no Equity Interests of any issuer incorporated or formed, as applicable, in a jurisdiction outside of the United States of America shall be included hereunder to the extent that (A) the aggregate amount of Equity Interests of such issuer pledged hereunder would exceed 65% of such issuer’s Equity Interests and (B) a percentage of such Equity Interests pledged hereunder exceeding 65% would result in adverse tax consequences to Great Lakes;
(xi) all Fixtures;
(xxii) all General Intangibles;
(xi) all Goods;
(xiixiii) all Instruments;
(xiiixiv) all Inventory;
(xivxv) all Investment Property;
(xv) all Letter-of-Credit Rights;
(xvi) all Patent Collateral;
(xvii) all Pledged Interests;
(xviii) all Software;
(xix) all Supporting Obligations;
(xx) all Trademark Collateral;
(xxi) all cash, cash equivalents and money of such Pledgor, wherever held;
(xxiixviii) to the extent not covered or not specifically excluded by clauses (i) through (xxixvi) above, or the definitions of the terms included therein, all of such Pledgor’s other personal property;
(xxiii) , including, without limitation, all Records evidencing goods, supporting obligations and letter-of-credit rights, whether now owned or relating to any of the foregoing existing or that are otherwise necessary hereafter arising or useful in the collection thereof;
(xxiv) all accessions, additions, attachments, improvements, modifications and upgrades to, replacements of and substitutions for any of the foregoingacquired; and
(xxvxix) any and all proceeds, as such term is defined in the Uniform Commercial Code, products, rents, royalties rents and profits of or from any and all of the foregoing and, to the extent not otherwise included in the foregoing, (w) all payments under any insurance (whether or not the Collateral Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (x) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (y) all claims and rights (but not obligations) to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (z) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively, “Proceeds”). For purposes of this AgreementEach Pledgor authorizes the Collateral Agent to file financing statements under the Uniform Commercial Code describing the Collateral. Notwithstanding the foregoing, the Collateral shall not include, and no security interest shall be deemed granted hereunder in, (a) any permit, license, contract, lease, agreement or other general intangible that is now or hereafter held by any Pledgor, but only to the extent that such permit, license, contract, lease, agreement or other general intangible (or any other agreement evidencing such item of general intangibles) contains a term or is subject to a rule of law, statute or regulation that restricts, prohibits, or requires a consent (that has not been obtained or waived) of a person or entity (other than Pledgor) to, the creation, attachment or perfection of the security interest granted herein, and any such term, restriction, prohibition and/or requirement of consent is effective and enforceable under applicable law and is not rendered ineffective by applicable law (including, without limitation, pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Code) or principles of equity, and (b) any Collateral, or portion thereof, the granting of a security interest in which would be void or illegal under any applicable law or would result in the termination, invalidation, cancellation, unenforceability, loss or abandonment of such Collateral ((a) and (b), collectively, the “ProceedsExcluded Assets”); provided, however, “Excluded Assets” includes whatever is receivable shall not include any proceeds, products, substitutions or received when Collateral replacements of Excluded Assets (unless such proceeds, products, substitutions or Proceeds are soldreplacements would otherwise constitute Excluded Assets). In addition, exchangedimmediately upon the ineffectiveness, collected lapse or otherwise disposed oftermination of the provisions of such agreements or laws which prohibit or require the consent of any person or entity as a condition to the creation by Pledgor of a security interest thereon or that would be breached as a result thereof, whether voluntarily or involuntarilyPledgor shall be deemed to have granted a security interest in, and all of its rights, titles and interests in and to, such Excluded Assets.
Appears in 1 contract
Sources: Pledge and Security Agreement (Great Lakes Aviation LTD)
Pledge and Grant of Security Interest. Each Pledgor hereby pledges and collaterally assigns to the Collateral Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a Lien upon and security interest in, all of such Pledgor’s right, title and interest in and to the following property and assets of such Pledgor, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the “Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) the Commercial Tort Claims (if any) set forth on Annex I hereto;
(iv) all Contracts;
(v) all Copyright Collateral;
(vi) all Deposit Accounts;
(vii) all Documents;
(viii) all Equipment;
(ix) all Fixtures;
(x) all General Intangibles;
(xi) all Goods;
(xii) all Instruments;
(xiii) all Inventory;
(xiv) all Investment Property;
(xv) all Letter-of-Credit Rights;
(xvi) all Patent Collateral;
(xvii) all Pledged Interests;
(xviii) all Software;
(xix) all Supporting Obligations;
(xx) all Trademark Collateral;
(xxi) all cash, cash equivalents and money of such Pledgor, wherever held;
(xxii) to the extent not covered or not specifically excluded by clauses (i) through (xxi) above, all of such Pledgor’s other personal property;
(xxiii) all Records evidencing or relating to any of the foregoing or that are otherwise necessary or useful in the collection thereof;
(xxiv) all accessions, additions, attachments, improvements, modifications and upgrades to, replacements of and substitutions for any of the foregoing; and
(xxv) any and all proceeds, as defined in the Uniform Commercial CodeUCC, products, rents, royalties and profits of or from any and all of the foregoing and, to the extent not otherwise included in the foregoing, (w) all payments under any insurance (whether or not the Collateral Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (x) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (y) all claims and rights (but not obligations) to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (z) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively, “Proceeds”). For purposes of this Agreement, the term “Proceeds” includes whatever is receivable or received when Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether voluntarily or involuntarily.
Appears in 1 contract
Sources: Note Purchase Agreement (Dynavax Technologies Corp)
Pledge and Grant of Security Interest. Each Pledgor hereby pledges and collaterally assigns to the Collateral Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a Lien upon and security interest in, all of such Pledgor’s right, title and interest in and to the following property and assets of such Pledgorfollowing, in each case whether now owned or existing or hereafter acquired or arising and wherever located or in which such Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) the Commercial Tort Claims (if any) set forth on Annex I heretoall Deposit Accounts;
(iv) all ContractsDocuments relating to any of the Collateral;
(v) all Copyright CollateralInstruments;
(vi) all Deposit AccountsInventory;
(vii) all DocumentsInvestment Property (other than Equity Interests) representing Permitted Investments which are not Deposit Accounts;
(viii) all Equipmentcash which is not in a Deposit Account and all Money;
(ix) all FixturesEquity Interests (other than Equity Interests in Enrichment, which, subject to Section 2.3(b), are pledged to the Agent pursuant to Section 2.3, and, upon the consummation of a Restructuring Event, Equity Interests in Enrichment and any Intermediate Holdco, which, subject to Section 2.3(b), shall be pledged to the Agent pursuant to Section 2.3); provided, however, that no Equity Interests of any Foreign Subsidiary shall be included hereunder to the extent that the aggregate amount of Equity Interests of such Foreign Subsidiary pledged hereunder would exceed 65% of such Foreign Subsidiary’s Equity Interests; provided further that, for the avoidance of doubt, no Equity Interests of any ACP Company or the Specified Entity shall be Collateral;
(x) all General Intangiblesbooks and records, wherever located, relating to any of the Collateral;
(xi) all Goods;
General Intangibles (xii) all Instruments;
(xiii) all Inventory;
(xiv) all Investment Property;
(xv) all Letter-of-Credit Rights;
(xvi) all Patent Collateral;
(xvii) all Pledged other than Equity Interests;
(xviii) all Software;
(xix) all Supporting Obligations;
(xx) all Trademark Collateral;
(xxi) all cash, cash equivalents and money of such Pledgor, wherever held;
(xxii) to the extent not covered or not specifically excluded by clauses (i) through (xxi) above, all of such Pledgor’s other personal property;
(xxiii) all Records evidencing or relating to any of the foregoing or that are otherwise necessary or useful in the collection thereof;
(xxiv) all accessions, additions, attachments, improvements, modifications and upgrades to, replacements of and substitutions for any of the foregoing); and
(xxvxii) any and all proceeds, as such term is defined in the Uniform Commercial Code, products, rents, royalties rents and profits of or from any and all of the foregoing and, to the extent not otherwise included in the foregoing, (wx) all payments under any insurance (whether or not the Collateral Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (xy) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (y) all claims and rights (but not obligations) to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (z) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively, “Proceeds”). For purposes Each Pledgor authorizes the Agent to file financing statements under the Uniform Commercial Code describing the Collateral and to file appropriate statements with the appropriate jurisdictions describing any other statutory liens held by the Agent. In no event shall the Collateral include, and no Pledgor shall be deemed to have granted a security interest in (i) the DOE Collateral and (ii) any of this Agreementsuch Pledgor’s rights or interests in any license, contract or agreement to which such Pledgor is a party or any of its or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement or otherwise, result in a breach of the terms of, or constitute a default under any license, contract or agreement to which such Pledgor is a party (other than to the extent that any such term would be rendered ineffective pursuant to the Uniform Commercial Code or any other applicable law (including the Bankruptcy Code) or principles of equity); provided that immediately upon the ineffectiveness, lapse or termination of any such provision, the term “Proceeds” includes whatever is receivable Collateral shall include, and such Pledgor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect; and provided further that any Account or received when money or other amounts due or to become due to such Pledgor under any such license, contract or agreement or any proceeds resulting from the sale or other disposition by any Pledgor of any rights of such Pledgor under any such license, contract or agreement shall at no time be excluded from the Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether voluntarily or involuntarilythe security interest granted by such Pledgor hereunder in favor of the Agent.
Appears in 1 contract
Pledge and Grant of Security Interest. Each Pledgor hereby pledges pledges, assigns and collaterally assigns delivers to the Collateral Agent, for the ratable benefit of the Secured PartiesLender, and grants to the Collateral Agent, for the ratable benefit of the Secured PartiesLender, a Lien upon and security interest in, all of such Pledgor’s 's right, title and interest in and to the following property and assets of such Pledgorfollowing, in each case whether now owned or existing or hereafter acquired or arising and wherever located or in which such Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”"COLLATERAL"):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) the Commercial Tort Claims (if any) set forth on Annex I hereto;
(iv) all Contracts;
(viv) all Copyright Collateral;
(v) all Documents;
(vi) all Deposit AccountsEquipment;
(vii) all DocumentsEquity Interests;
(viii) all Equipment;
(ix) all Fixtures;
(x) all General Intangibles;
(xiix) all GoodsInstruments and Intercompany Obligations;
(xii) all Instruments;
(xiiix) all Inventory;
(xivxi) all Investment Property;
(xv) all Letter-of-Credit Rights;
(xvixii) all Patent Collateral;
(xvii) all Pledged Interests;
(xviii) all Software;
(xix) all Supporting Obligations;
(xxxiii) all Trademark Collateral;
(xxixiv) all cash, cash equivalents and money of such Pledgor, wherever heldVehicles;
(xxiixv) to the extent not covered or not specifically excluded by clauses (i) through (xxixvi) above, all of such Pledgor’s 's other personal property;
(xxiii) all Records evidencing , whether now owned or relating to any of the foregoing existing or that are otherwise necessary hereafter arising or useful in the collection thereof;
(xxiv) all accessions, additions, attachments, improvements, modifications and upgrades to, replacements of and substitutions for any of the foregoingacquired; and
(xxvxvi) any and all proceeds, as such term is defined in the Uniform Commercial Code, products, rents, royalties rents and profits of 66 or from any and all of the foregoing and, to the extent not otherwise included in the foregoing, (w) all payments under any insurance (whether or not the Collateral Agent Lender is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (x) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (y) all claims and rights (but not obligations) to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (z) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively, “Proceeds”"PROCEEDS"). For purposes of this Agreement, the term “Proceeds” includes whatever is receivable or received when Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether voluntarily or involuntarily.
Appears in 1 contract
Sources: Credit Agreement (Spanish Broadcasting System Finance Corp)
Pledge and Grant of Security Interest. Each Pledgor hereby pledges and collaterally assigns to the Collateral Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a Lien upon and security interest in, all of such Pledgor’s right, title and interest in and to the following property and assets of such Pledgorfollowing, in each case whether now owned or existing or hereafter acquired or arising and wherever located or in which such Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) the Commercial Tort Claims (if any) set forth on Annex I heretoall Deposit Accounts;
(iv) all ContractsDocuments relating to any of the Collateral;
(v) all Copyright CollateralInstruments;
(vi) all Deposit AccountsInventory;
(vii) all DocumentsInvestment Property representing Permitted Investments which are not Deposit Accounts;
(viii) all Equipmentcash which is not in a Deposit Account and all Money;
(ix) all FixturesEquity Interests (other than Equity Interests in Enrichment, which, subject to Section 2.3(b), are pledged to the Agent pursuant to Section 2.3); provided, however, that no Equity Interests of any Foreign Subsidiary shall be included hereunder to the extent that the aggregate amount of Equity Interests of such Foreign Subsidiary pledged hereunder would exceed 65% of such Foreign Subsidiary’s Equity Interests;
(x) all books and records, wherever located, relating to any of the Collateral;
(xi) all General Intangibles;
(xi) all Goods;
(xii) all Instruments;
(xiii) all Inventory;
(xiv) all Investment Property;
(xv) all Letter-of-Credit Rights;
(xvi) all Patent Collateral;
(xvii) all Pledged Interests;
(xviii) all Software;
(xix) all Supporting Obligations;
(xx) all Trademark Collateral;
(xxi) all cash, cash equivalents and money of such Pledgor, wherever held;
(xxii) to the extent not covered or not specifically excluded by clauses (i) through (xxi) above, all of such Pledgor’s other personal property;
(xxiii) all Records evidencing or relating to any of the foregoing or that are otherwise necessary or useful in the collection thereof;
(xxiv) all accessions, additions, attachments, improvements, modifications and upgrades to, replacements of and substitutions for any of the foregoing; and
(xxv) any and all proceeds, as such term is defined in the Uniform Commercial Code, products, rents, royalties rents and profits of or from any and all of the foregoing and, to the extent not otherwise included in the foregoing, (wx) all payments under any insurance (whether or not the Collateral Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (xy) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (y) all claims and rights (but not obligations) to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (z) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively, “Proceeds”). For purposes Each Pledgor authorizes the Agent to file financing statements under the Uniform Commercial Code describing the Collateral and to file appropriate statements with the appropriate jurisdictions describing any other statutory liens held by the Agent; In no event shall the Collateral include, and no Pledgor shall be deemed to have granted a security interest in (i) the DOE Collateral and (ii) any of this Agreementsuch Pledgor’s rights or interests in any license, contract or agreement to which such Pledgor is a party or any of its or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement or otherwise, result in a breach of the terms of, or constitute a default under any license, contract or agreement to which such Pledgor is a party (other than to the extent that any such term would be rendered ineffective pursuant to the Uniform Commercial Code or any other applicable law (including the Bankruptcy Code) or principles of equity); provided that immediately upon the ineffectiveness, lapse or termination of any such provision, the term “Proceeds” includes whatever is receivable Collateral shall include, and such Pledgor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect; and provided further that any Account or received when money or other amounts due or to become due to such Pledgor under any such license, contract or agreement or any proceeds resulting from the sale or other disposition by any Pledgor of any rights of such Pledgor under any such license, contract or agreement shall at no time be excluded from the Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether voluntarily or involuntarilythe security interest granted by such Pledgor hereunder in favor of the Agent.
Appears in 1 contract
Pledge and Grant of Security Interest. Each Pledgor hereby pledges pledges, assigns and collaterally assigns delivers to the Collateral Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a Lien upon and security interest in, all of such Pledgor’s right, title and interest in and to the following property and assets of such Pledgor, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the “Collateral”):), but (to the extent provided in the Intercreditor Agreement) subject and junior to the Senior Liens:
(i) all AccountsChattel Paper;
(ii) all Chattel PaperAccounts;
(iii) the Commercial Tort Claims (if any) set forth on Annex I G hereto;
(iv) all Contracts;
(v) all Copyright Collateral;
(vi) all Deposit AccountsDocuments;
(vii) all DocumentsEquipment;
(viii) all EquipmentFixtures;
(ix) all Fixtures;
(x) all General Intangibles;
(xix) all Goods;
(xiixi) all Instruments;
(xiiixii) all Inventory;
(xiv) all Investment Property;
(xvxiii) all Letter-of-Credit Rights;
(xvixiv) all Patent Collateral;
(xvii) all Pledged Interests;
(xviiixv) all Software;
(xixxvi) all Supporting Obligations;
(xxxvii) all Trademark Collateral;
(xxi) all cash, cash equivalents and money of such Pledgor, wherever held;
(xxiixviii) to the extent not covered or not specifically excluded by clauses (i) through (xxixvii) above, all of such Pledgor’s other personal property;
(xxiiixix) all Records evidencing or relating to any of the foregoing or that are otherwise necessary or useful in the collection thereof;
(xxivxx) all accessions, additions, attachments, improvements, modifications and upgrades to, replacements of and substitutions for any of the foregoing; and
(xxvxxi) any and all proceeds, as defined in the Uniform Commercial Code, products, rents, royalties and profits of or from any and all of the foregoing and, to the extent not otherwise included in the foregoing, (w) all payments under any insurance (whether or not the Collateral Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (x) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (y) all claims and rights (but not obligations) to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (z) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively, “Proceeds”). For purposes of this Agreement, the term “Proceeds” includes whatever is receivable or received when Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether voluntarily or involuntarily. Notwithstanding the foregoing, the term “Collateral” shall not include, with respect to any Pledgor, any rights under any Account, Contract (including, without limitation, any License) or other General Intangible that by the terms thereof, or under applicable law, cannot be assigned or a security interest granted therein in the manner contemplated by this Agreement unless consent from the relevant account debtor or other party has been obtained or under the terms of which any such assignment or grant of a security interest therein in the absence of such consent would, or could, result in the termination of the obligations of such other party with respect thereto, but only to the extent that (y) such rights are subject to such contractual or legal restriction and (z) such restriction is not, or could not be, rendered ineffective pursuant to the Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided that, upon the termination or lapse of any such restriction with respect to any such Account, Contract or other General Intangible, such Pledgor shall, automatically and without the necessity of any further action on the part of such Pledgor or any other Person, shall be deemed to have granted to the Collateral Agent a security interest in and Lien upon all of such Pledgor’s right, title and interest in and to such Contract or other General Intangible and the same shall constitute Collateral hereunder, all as if such restriction had never been effective; and provided further that nothing in this paragraph shall limit or restrict the assignment or grant of a security interest by any Pledgor in any Proceeds of any such Contract or other General Intangible. In addition to the foregoing, the Collateral Agent may, in its sole discretion, reject or refuse to accept for credit toward payment of the Secured Obligations any Collateral that is an Account, Instrument, Chattel Paper, lease or other obligation or property of any kind due or owing from or belonging to a Sanctioned Person.
Appears in 1 contract
Pledge and Grant of Security Interest. Each To secure the prompt payment ------------------------------------- and performance in full when due, whether by lapse of time or otherwise, of the Pledgor Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and collaterally assigns to the Collateral Agent, for the ratable benefit of the Secured PartiesLenders, and grants to the Collateral Agent, for the ratable benefit of the Secured PartiesLenders, a Lien upon and continuing security interest in, in any and all of such Pledgor’s right, title and interest of such Pledgor in and to the following property and assets of such Pledgorfollowing, in each case whether now owned or existing or hereafter acquired owned, acquired, or arising and wherever located hereafter (collectively, the “"Pledged Collateral”):"): ------------------
(a) Pledged Capital Stock.
(i) all Accounts;
100% (or, if less, the full amount --------------------- owned by such Pledgor) of the issued and outstanding Capital Stock which constitute certificated securities for purposes of the UCC (as defined herein) ("Certificated ------------ Capital Stock") of each Subsidiary that is domiciled in the United States ------------- of America (individually a "Domestic Subsidiary" and collectively the ------------------- "Domestic Subsidiaries") as set forth on Schedule 2(a) attached hereto and --------------------- ------------- (ii) all Chattel Paper;
65% (iiior, if less, the full amount owned by such Pledgor) of the Commercial Tort Claims issued and outstanding Certificated Capital Stock of each Subsidiary that is not domiciled in the United States of America (if any) individually a "Foreign ------- Subsidiary" and collectively the "Foreign Subsidiaries"), as set forth on Annex I ---------- -------------------- Schedule 2(a) attached hereto;, in each case together with the certificates ------------- (or other agreements or instruments), if any, representing such Certificated Capital Stock, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Certificated Capital Stock described in Section 2(b) and 2(c) below, the "Pledged Capital Stock"), including, but not limited to, the following: ---------------------
(ivA) all Contracts;
(v) all Copyright Collateral;
(vi) all Deposit Accounts;
(vii) all Documents;
(viii) all Equipment;
(ix) all Fixtures;
(x) all General Intangibles;
(xi) all Goods;
(xii) all Instruments;
(xiii) all Inventory;
(xiv) all Investment Property;
(xv) all Letter-shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Capital Stock, or representing a distribution or return of capital upon or in respect of the Pledged Capital Stock, or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder of-Credit Rights;
(xvi) all Patent Collateral;
(xvii) all , or otherwise in respect of, the Pledged Interests;
(xviii) all Software;
(xix) all Supporting Obligations;
(xx) all Trademark Collateral;
(xxi) all cashCapital Stock, cash equivalents and money which in any case constitute certificated securities for purposes of the UCC; provided, however, such Pledgor shall not be required to deliver more than 65% of the Certificated Capital Stock of any Foreign Subsidiary of such Pledgor, wherever held;
(xxii) to the extent not covered or not specifically excluded by clauses (i) through (xxi) above, all of such Pledgor’s other personal property;
(xxiii) all Records evidencing or relating to any of the foregoing or that are otherwise necessary or useful in the collection thereof;
(xxiv) all accessions, additions, attachments, improvements, modifications and upgrades to, replacements of and substitutions for any of the foregoing; and
(xxvB) without affecting the obligations of the Pledgors under any and all proceedsprovision prohibiting such action hereunder or under the Credit Agreement, as defined in the Uniform Commercial Codeevent of any consolidation or merger involving the issuer of any Pledged Capital Stock and in which such issuer is not the surviving entity, products, rents, royalties and profits of or from any and all the Certificated Capital Stock of the foregoing and, to successor entity formed by or resulting from such consolidation or merger (or 65% of the extent not otherwise included in Certificated Capital Stock if the foregoing, (w) all payments under any insurance (whether or not the Collateral Agent successor is the loss payee thereundera Foreign Subsidiary), indemnity, warranty or guaranty with respect to any of unless otherwise permitted by the foregoing Collateral, (x) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (y) all claims and rights (but not obligations) to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (z) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively, “Proceeds”). For purposes of this Agreement, the term “Proceeds” includes whatever is receivable or received when Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether voluntarily or involuntarilyCredit Document.
Appears in 1 contract
Pledge and Grant of Security Interest. Each Pledgor hereby pledges pledges, assigns and collaterally assigns delivers to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a Lien upon and security interest in, all of such Pledgor’s right, title and interest in and to the following property and assets of such Pledgor, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the “Collateral”):
(i) all Accounts;
(ii) all As-Extracted Collateral;
(iii) all Chattel Paper;
(iiiiv) the Commercial Tort Claims (if any) set forth on Annex I hereto;
(ivv) all Contracts;
(vvi) all Copyright Collateral;
(vivii) all Deposit Accounts;
(viiviii) all Documents;
(viiiix) all Equipment;
(ixx) all Fixtures;
(xxi) all General Intangibles;
(xixii) all Goods;
(xiixiii) all Instruments;
(xiiixiv) all Inventory;
(xivxv) all Investment Property;
(xvxvi) all Letter-of-Credit Rights;
(xvixvii) all Patent Collateral;
(xviixviii) all Pledged Interests; provided, however, that, (A) the Pledged Interests of any Pledgor in a Foreign Subsidiary (excluding any Foreign Subsidiary Borrower but including any Disregarded Foreign Subsidiary that is not a Foreign Subsidiary Borrower) shall not exceed 65% of all voting Capital Stock of such Foreign Subsidiary, and (B) with respect to any Foreign Subsidiary Borrower, only 65% of the Pledged Interests issued thereby shall secure the U.S. Obligations (but nothing in this clause (xviii) limits the Pledged Interests issued by Foreign Subsidiary Borrowers that secure the Foreign Subsidiary Obligations);
(xviiixix) all Software;
(xixxx) all Supporting Obligations;
(xxxxi) all Trademark Collateral;
(xxixxii) all cash, cash equivalents and money of such Pledgor, wherever held;
(xxiixxiii) to the extent not covered or not specifically excluded by clauses (i) through (xxixxii) above, all of such Pledgor’s other personal property;
(xxiiixxiv) all Records evidencing or relating to any of the foregoing or that are otherwise necessary or useful in the collection thereof;
(xxivxxv) all accessions, additions, attachments, improvements, modifications and upgrades to, replacements of and substitutions for any of the foregoing; and
(xxvxxvi) any and all proceeds, as defined in the Uniform Commercial CodeUCC, products, rents, royalties and profits of or from any and all of the foregoing and, to the extent not otherwise included in the foregoing, (w) all payments under any insurance (whether or not the Collateral Administrative Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (x) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral, (y) all claims and rights (but not obligations) to recover for any past, present or future infringement or dilution of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (z) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively, “Proceeds”). For purposes of this Agreement, the term “Proceeds” includes whatever is receivable or received when Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether voluntarily or involuntarily. Notwithstanding the foregoing, the Administrative Agent may, in its sole discretion, reject or refuse to accept for credit toward payment of the Secured Obligations any Collateral that is an Account, Instrument, Chattel Paper, lease or other obligation or property of any kind due or owing from or belonging to a Sanctioned Person. Notwithstanding anything to the contrary contained herein or in any other Security Document, Collateral shall not include (i) owned or leased Realty, (ii) any Pledged Interests issued by a Foreign Subsidiary that constitutes an Immaterial Subsidiary or any Pledged Interests (including, without limitation, any Pledged Interests constituting Investment Property, General Intangibles or Proceeds) to the extent excluded from Collateral pursuant to Section 2.1(xviii) above, (iii) any property the grant of a security interest in which is (A) prohibited by any Requirement of Law of a Governmental Authority or (B) requires consent not obtained from any Governmental Authority pursuant to such Requirement of Law, (iv) any contract, agreement, license, permit or intellectual property to the extent that such grant of a security interest therein is prohibited by, or constitutes a breach or default under or results in the termination of such contract, agreement, license, permit, intellectual property, or other document evidencing or giving rise to such contract, agreement, license, permit or intellectual property, (v) any Investment Property or Pledged Interest or General Intangibles constituting Pledged Interests issued by Persons other than Subsidiaries to the extent that such grant of a security interest therein is prohibited under any applicable shareholder agreement or similar agreement or organizational document, except in each case under clause (iii), (iv) or (v) to the extent that such Requirement of Law or the applicable provision of such contract, license, agreement, permit or other document or shareholder or similar agreement or organizational document is ineffective under applicable law, and (vi) any assets that the Administrative Agent, in its sole discretion, agrees in writing after the date hereof that (A) the cost of obtaining the Lien therein is excessive in relation to the value of the Lien to afforded thereby or (B) obtaining a Lien therein is not commercially practical.
Appears in 1 contract